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SPECIAL BUSINESS
6.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of sections
149, 152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Rules
framed thereunder (including any statutory modification(s)
or re-enactment thereof for the time being in force),
Mr.M.M. Murugappan (DIN:00170478), Director of the
Company, who has submitted a declaration that he meets
the criteria for independence as provided in section149(6)
of the Companies Act, 2013 and whose period of office was
liable to determination by retirement of Directors by rotation
under the provisions of the Companies Act, 1956 and whose
term expires at this Annual General Meeting and in respect
of whom the Company has received a Notice in writing from
a Member alongwith the deposit of the requisite amount
under section160 of the Companies Act, 2013 proposing
his candidature for the office of Director, being so eligible,
be appointed as an Independent Director of the Company
to hold office for a term of 4(four) consecutive years
commencing from 8thAugust, 2014.
ORDINARY BUSINESS
1.
To receive, consider and adopt the Audited Financial
Statements of the Company for the Financial Year ended
31stMarch, 2014 including the Audited Balance Sheet as at
31stMarch, 2014 and the Statement of Profit and Loss for
the year ended on that date and the Reports of the Board
of Directors and Auditors thereon.
2.
7.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
FURTHER RESOLVED that the vacancy, so created on the
Board of Directors of the Company, be not filled.
RESOLVED that pursuant to the provisions of sections
149, 152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Rules
framed thereunder (including any statutory modification(s)
or re-enactment thereof for the time being in force),
Mr.Deepak S. Parekh (DIN:00009078), Director of the
Company, who has submitted a declaration that he meets the
criteria for independence as provided in section 149(6) of the
Companies Act, 2013 and whose period of office was liable to
determination by retirement of Directors by rotation under
the provisions of the Companies Act, 1956 and in respect of
whom the Company has received a Notice in writing from
a Member alongwith the deposit of the requisite amount
under section 160 of the Companies Act, 2013 proposing his
candidature for the office of Independent Director, being
so eligible, be appointed as an Independent Director of the
Company to hold office for a term of 3(three) consecutive
years commencing from 8thAugust, 2014.
8.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of sections
149, 152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Rules framed
thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Mr.Nadir
B. Godrej (DIN:00066195), Director of the Company, who
has submitted a declaration that he meets the criteria
for independence as provided in section149(6) of the
Companies Act, 2013 and whose period of office was liable to
determination by retirement of Directors by rotation under
1
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12.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of sections
149, 152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Rules framed
thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Mr.Vikram
Singh Mehta (DIN:00041197), Director of the Company,
who has submitted a declaration that he meets the criteria
for independence as provided in section 149(6) of the
Companies Act, 2013 and whose period of office was liable to
determination by retirement of Directors by rotation under
the provisions of the Companies Act, 1956 and in respect of
whom the Company has received a Notice in writing from
a Member alongwith the deposit of the requisite amount
under section 160 of the Companies Act, 2013 proposing his
candidature for the office of Independent Director, being
so eligible, be appointed as an Independent Director of the
Company to hold office for a term of 5(five) consecutive
years commencing from 8thAugust, 2014.
10.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of sections
149, 152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Rules
framed thereunder (including any statutory modification(s)
or re-enactment thereof for the time being in force),
Mr.Anupam Puri (DIN:00209113), Director of the Company,
who has submitted a declaration that he meets the criteria
for independence as provided in section149(6) of the
Companies Act, 2013 and whose period of office was liable to
determination by retirement of Directors by rotation under
the provisions of the Companies Act, 1956 and in respect of
whom the Company has received a Notice in writing from
a Member alongwith the deposit of the requisite amount
under section160 of the Companies Act, 2013 proposing his
candidature for the office of Independent Director, being
so eligible, be appointed as an Independent Director of the
Company to hold office for a term of 5(five) consecutive
years commencing from 8thAugust, 2014.
13.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of section152
and all other applicable provisions of the Companies Act,
2013 and the Rules framed thereunder (including any
statutory modification(s) or re-enactment thereof for the
time being in force), Mr.Bharat Doshi (DIN:00012541), who
was appointed by the Board of Directors as an Additional
Director of the Company with effect from 14thNovember,
2013 and who holds office upto the date of this Annual
General Meeting of the Company in terms of section161 of
the Companies Act, 2013 and in respect of whom the Company
has received a Notice in writing from a Member alongwith
the deposit of the requisite amount under section160 of the
Companies Act, 2013 proposing his candidature for the office
of Director of the Company, be appointed as a Director of
the Company, liable to retire by rotation.
11.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of sections149,
152 read with Schedule IV and all other applicable
provisions of the Companies Act, 2013 and the Rules
framed thereunder (including any statutory modification(s)
or re-enactment thereof for the time being in force),
14.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of section 152
and all other applicable provisions of the Companies Act,
2
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Perquisites:
1.
In addition to the salary, the appointee shall also
be entitled to perquisites which would include
accommodation (furnished or otherwise) or house
rent allowance in lieu thereof, gas, electricity, water,
furnishings, medical reimbursement and leave travel
concession for self and family, club fees, use of Company
cars, medical and personal accident insurance and other
benefits, amenities and facilities including those under
the Companys Special Post Retirement Benefits Scheme
in accordance with the Rules of the Company.
15.
To consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of section 152
and all other applicable provisions of the Companies Act,
2013 and the Rules framed thereunder (including any
statutory modification(s) or re-enactment thereof for the
time being in force), Dr.Pawan Goenka (DIN:00254502),
who was appointed by the Board of Directors as an
Additional Director of the Company with effect from
23rdSeptember, 2013 and who holds office upto the date
of this Annual General Meeting of the Company in terms
of section161 of the Companies Act, 2013 and in respect of
whom the Company has received a Notice in writing from
a Member alongwith the deposit of the requisite amount
under section160 of the Companies Act, 2013 proposing his
candidature for the office of Director of the Company, be
appointed as a Director of the Company, liable to retire by
rotation.
16.
To consider and, if thought fit, to pass, with or without
modification(s), the following as a Special Resolution:
RESOLVED that pursuant to the provisions of sections196 and
197 read with ScheduleV and all other applicable provisions
of the Companies Act, 2013 (the Act), the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and subject
to the approval of Central Government, if necessary, and
such other approvals, permissions and sanctions, as may be
required and subject to such conditions and modifications,
as may be prescribed or imposed by any of the authorities
while granting such approvals, permissions and sanctions,
approval of the Company be accorded to the appointment
of Dr.Pawan Goenka (DIN:00254502) as a Whole time
Director of the Company designated as Executive Director
and President Automotive and Farm Equipment Sectors for
a period of 5(five) years with effect from 23rdSeptember,
2013 to 22ndSeptember, 2018 on a salary of Rs.10,32,300
per month in the scale of Rs.7,00,000 to Rs.15,00,000
per month.
4.
Provision of car for use on Companys business,
telephone and other communication facilities at
residence would not be considered as perquisites.
Commission:
In addition to the salary and perquisites, the appointee would
be entitled to such commission based on the net profits of
the Company in any financial year not exceeding 1% (one
per cent) of such profits as the Governance, Nomination and
Remuneration Committee shall decide, having regard to the
performance of the Company.
Provided that the remuneration payable to the appointee
(including the salary, commission, perquisites, benefits and
amenities) does not exceed the limits laid down in section197
of the Act including any statutory modification(s) or reenactment thereof.
FURTHER RESOLVED that where in any financial year during
the currency of the tenure of the appointee, the Company
has no profits or its profits are inadequate, the Company
may pay to the appointee, the above remuneration as
the minimum remuneration for a period not exceeding
3(three) years from the date of appointment by way of
salary, perquisites and other allowances and benefits as
specified above subject to receipt of the requisite approvals,
if any.
FURTHER RESOLVED that the approval of the Company
be accorded to the Board of Directors of the Company
(hereinafter referred to as Board which term shall be
3
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17. T
o consider and, if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution:
FURTHER RESOLVED that for the purpose of creating,
offering, issuing, allotting and listing of the Equity Shares,
the Board be authorised on behalf of the Company to
make any modifications, changes, variations, alterations
or revisions in the 2010 Scheme from time to time or to
suspend, withdraw or revive the 2010 Scheme from time
to time and do all such acts, deeds, matters and things as
it may, in its absolute discretion, deem necessary for such
purpose and with power on behalf of the Company to settle
any questions, difficulties or doubts that may arise in this
regard without requiring the Board to secure any further
consent or approval of the Members of the Company.
FURTHER RESOLVED that the Board of Directors of the
Company be authorised to do all acts and take all such steps
as may be necessary, proper or expedient to give effect to
this Resolution.
18. To consider and, if thought fit, to pass, with or without
modification(s), the following as a Special Resolution:
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2014 and all other applicable provisions of the Act and the
Rules framed thereunder, as may be applicable, and other
applicable Guidelines and Regulations issued by the Securities
and Exchange Board of India (SEBI) or any other law for the
time being in force (including any statutory modification(s)
or amendment thereto or re-enactment thereof for the time
being in force) and in terms of the Articles of Association of
the Company, approval of the Members of the Company be
accorded to authorise the Board of Directors of the Company
(hereinafter referred to as the Board which term shall
be deemed to include any Committee thereof) to borrow
from time to time, by way of securities including but not
limited to secured/unsecured redeemable Non-Convertible
Debentures (NCDs) and/or Commercial Paper (CP) to
be issued under Private Placement basis, in one or more
series/tranches aggregating upto an amount not exceeding
Rs.2,500 crores (Rupees Two Thousand Five Hundred Crores
only), issuable/redeemable at discount/par/premium, under
one or more shelf disclosure documents, during a period of
1 (one) year from the date of this Annual General Meeting,
on such terms and conditions as the Board of the Company
may, from time to time, determine and consider proper and
most beneficial to the Company including as to when the
said NCDs and/or CP be issued, the consideration for
the issue, utilisation of the issue proceeds and all matters
connected with or incidental thereto and that the said
borrowing shall be within the overall borrowing limits of the
Company.
(a)
whose names appear as Beneficial Owners as at the
end of the business hours on 18thJuly, 2014 in the
list of Beneficial Owners to be furnished by National
Securities Depository Limited and Central Depository
Services (India) Limited in respect of the shares held in
electronic mode; and
(b)
whose names appear as Members in the Register
of Members of the Company after giving effect to
valid share transfers in physical form lodged with the
Company/its Registrar and Transfer Agents on or before
18thJuly, 2014.
H.
Under the Companies Act, 1956 dividends that are
unclaimed/unpaid for a period of seven years are required
to be transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government. An
amount of Rs.78,47,160 being unclaimed/unpaid dividend of
the Company for the financial year ended 31stMarch, 2006
was transferred in September, 2013 to IEPF and Rs.58,53,173
being unclaimed/unpaid interim dividend of the Company
for the financial year ended 31stMarch, 2007 was transferred
in April, 2014 to IEPF. No claim lies against the Company in
respect thereof.
B.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT
BE A MEMBER.
C. The instrument appointing a proxy must be deposited with
the Company at its Registered Office not less than 48 hours
before the time for holding the Meeting.
Financial Year
ended
Date of
declaration of
dividend
30 th July, 2007
30 th August, 2014
31 March, 2008
30 July, 2008
28 th August, 2015
31 March, 2009
30 July, 2009
30 th August, 2016
28 th July, 2010
31 March, 2011
8 August, 2011
31 March, 2012
8 August, 2012
31 March, 2013
13 August, 2013
st
st
D.
A person can act as a proxy on behalf of Members not
exceeding fifty and holding in the aggregate not more than
ten percent of the total share capital of the Company carrying
voting rights. A Member holding more than ten percent of
the total share capital of the Company carrying voting rights
may appoint a single person as proxy and such person shall
not act as a proxy for any other person or Shareholder.
Proxies submitted on behalf of limited companies, societies,
etc., must be supported by an appropriate resolution/
authority as applicable.
st
st
st
th
th
th
th
th
Members who have not encashed the dividend warrants
so far in respect of the aforesaid periods, are requested to
make their claim to Sharepro Services (India) Private Limited
well in advance of the above due dates. It may be noted
that once the amounts in the unpaid dividend accounts are
transferred to IEPF, no claim shall lie against the IEPF or the
Company in respect thereof and the Members would lose
their right to claim such dividend.
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(b)
intimate to the respective Depository Participant,
changes, if any, in their registered addresses at an early
date, in case of Shares held in dematerialised form;
(c)
quote their folio numbers/Client ID/DP ID in all
correspondence; and
N.
Appointment/Re-appointment
Shareholding in the Company:
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Mr.M. M. Murugappan
Mr.Deepak S. Parekh
Mr.Nadir B. Godrej
Mr.R. K. Kulkarni
Mr.Anupam Puri
Dr.Vishakha N. Desai
Mr.Vikram Singh Mehta
Mr.Bharat Doshi
Mr.S. B. Mainak
Dr.Pawan Goenka
of
Directors
and
their
Ordinary (Equity)
Shares of Rs.5 each
held by the Director
1,00,000
1,12,180
3,83,086
83,088
5,95,508
1,50,768
(a)
intimate to the Companys Registrar and Transfer
Agents, Sharepro Services (India) Private Limited,
I.
In compliance with the provisions of section 108
of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration)
Rules, 2014 and the revised Clause35B of the Listing
Agreement, the Company is pleased to offer e-voting
facility to its Members in respect of the businesses
to be transacted at the 68thAnnual General Meeting
(AGM). The Company has engaged the services of
National Securities Depository Limited (NSDL) as the
Authorised Agency to provide e-voting facilities.
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Instructions:
(i)
Open
email
and
open
PDF
file
M&M e-Voting.pdf with your Client ID or
Folio No. as password. The said PDF file
contains your user ID and password/PIN for
e-voting. Please note that the password is an
initial password.
III. In case of any queries, you may refer to the Frequently
Asked Questions (FAQs) for Shareholders and
e-voting user manual for Shareholder available at the
Downloads section of http://www.evoting.nsdl.com
IV. If you are already registered with NSDL for e-voting
then you can use your existing user ID and password/
PIN for casting your vote.
VII.
Mr. Sachin Bhagwat, Practicing Company Secretary
(Membership No.ACS10189) has been appointed as the
Scrutinizer to scrutinize the e-voting process in a fair
and transparent manner.
(ii)
Launch internet browser by typing the
following URL: https://www.evoting.nsdl.com/
(vi)
Home page of e-voting opens. Click on
e-Voting: Active Voting Cycles.
(vii)
Select EVEN (E-voting Event Number) of
Mahindra & Mahindra Limited.
(xii)
Institutional shareholders (i.e. other than
individuals, HUF, NRI, etc.) are required to
send scanned copy (PDF/JPG Format) of
the relevant Board Resolution/Authority
letter, etc. together with attested specimen
signature of the duly authorised signatory(ies)
who are authorised to vote, to the Scrutinizer
through e-mail to sbhagwatcs@yahoo.co.in
with a copy marked to evoting@nsdl.co.in
B.
In case a Member receives physical copy of the
Notice of AGM [for members whose email IDs
are not registered with the Company/Depository
Participant(s)]:
(i)
User ID, initial password and EVEN will be
provided at the bottom of the Attendance
Slip for the AGM.
(ii)
Please follow all steps from Sl. No. (ii) to
Sl. No. (xii) above to cast vote.
Registered Office:
Gateway Building, Apollo Bunder,
Mumbai - 400 001.
CIN
: L65990MH1945PLC004558
e-mail : investors@mahindra.com
Website : www.mahindra.com
Tel.
: +91 22 22021031
Fax
: +91 22 22875485
30 th May, 2014
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Explanatory Statement in respect of the Special Business pursuant to section 102 of the Companies
Act, 2013
ITEM Nos. 6 to 12
As per section 149 of the Companies Act, 2013 (the Act), the
Company should have at least one third of the total number of
Directors as Independent Directors on the Board of the Company.
An Independent Director shall hold office for a term of up to five
consecutive years on the Board of a Company and no Independent
Director shall hold office for more than two consecutive terms. The
provisions relating to retirement by rotation shall not be applicable
to the Independent Directors.
Save and except the above, none of the other Directors, Key
Managerial Personnel of the Company and their relatives are, in
any way, concerned or interested, financially or otherwise, in these
Resolutions except to the extent of their shareholding interest, if any,
in the Company.
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ITEM No. 14
(ii)
Date or expected date of commencement of commercial
production:
The Company was incorporated on 2ndOctober, 1945 and
started assembly of jeep type vehicles in the year 1949.
(iii)
In case of new companies, expected date of commencement
of activities as per project approved by financial institutions
appearing in the prospectus:
Not Applicable.
(iv)
Financial performance based on given indicators as per
audited financial results for the year ended 31stMarch,
2014:
Particulars
(Rupees in
Crores)
43,838.17
3,758.35
4,487.74
16,791.19
(v)
Foreign investments or collaborators, if any:
Not Applicable.
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II.
It is proposed to authorise the Board (which term
shall be deemed to include any duly authorised Committee
thereof, for the time being exercising the powers conferred
on the Board by this Resolution) to revise the basic salary
payable to Dr.Pawan Goenka, within the abovementioned
scale of salary.
(i)
Background details:
Dr.Pawan Goenka is the Executive Director and President
Automotive and Farm Equipment Sectors of Mahindra
& Mahindra Limited. Dr.Goenka is a Bachelor of Science
in Mechanical Engineering from I.I.T., Kanpur. Post his
Engineering degree, he earned his Ph.D. from Cornell
University, USA. He is also a Graduate of the Harvard
Business School Advanced Management Program. He
worked at General Motors in Detroit, USA from 1979 to
1993 and is credited with pioneering research in engine
design and development. Thereafter, he joined Mahindra
& Mahindra Limited, as General Manager (R&D). During his
R&D tenure he led the development of the Scorpio SUV.
He was appointed COO (Automotive Sector) in April, 2003,
President (Automotive Sector) in September, 2005 and
President (Automotive & Farm Equipment Sectors) with
effect from April, 2010.
Taking into consideration the size of the Company,
the profile of Dr.Pawan Goenka, the responsibilities
shouldered by him and the industry benchmarks, the
remuneration proposed to be paid is commensurate with
the remuneration packages paid to similar senior level
counterpart(s) in other companies.
(ii)
Past remuneration during the financial year ended
31stMarch, 2014:
(iii)
Expected increase in productivity and profits in measurable
terms:
Not applicable as the Company has adequate profits.
Amount
(Rs. in lakhs)
Dr.Pawan Goenka
(vii)
Pecuniary relationship directly or indirectly with the
Company, or relationship with the managerial personnel,
if any:
Besides the remuneration proposed to be paid to him,
the Executive Director does not have any other pecuniary
relationship with the Company or relationship with the
managerial personnel.
(vi)
Comparative remuneration profile with respect to industry,
size of the Company, profile of the position and person
(in case of expatriates the relevant details would be with
respect to the country of his origin):
IV. Disclosures:
448.02
(iii)
Recognition or awards:
The information is already covered in the section
Background details.
(iv)
Job Profile and his suitability:
Dr.Goenka joined the Company as General Manager
(R&D) in the year 1993. During his R&D tenure he led the
development of the Scorpio SUV. He was appointed COO
(Automotive Sector) in April, 2003, President (Automotive
Sector) in September, 2005 and President (Automotive &
Farm Equipment Sectors) with effect from April, 2010.
The Executive Director is responsible for the operations
and the affairs of the Company pertaining to his area.
Taking into consideration his qualifications and expertise
in relevant fields, the Executive Director is best suited for
the responsibilities currently assigned to him by the Board
of Directors.
(v)
Remuneration proposed:
Name of Executive Director
Scale of Salary
ITEM No. 17
Dr.Pawan Goenka
10
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The Board at its Meeting held on 30 thMay, 2014 has accepted the
recommendation of the Governance, Nomination and Remuneration
Committee, subject to the approval of the Members pursuant to
sections 42 and 62 of the Companies Act, 2013.
11
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The Board recommends the Special Resolution set out at Item No.19
of the Notice for approval by the Members.
ITEM No. 19
ITEM No. 20
Since the Act and the Rules would be applicable to the existing fixed
deposit scheme of the Company, it would be necessary to comply
with the Act and the Rules before commencing acceptance/renewal
of deposits from the Members and the public.
The Board recommends the Special Resolution set out at Item No.20
of the Notice for approval by the Members.
30 th May, 2014
12
vakils
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CHAIRMAN EMERITUS
BANKERS
Audit Committee
Mr. Deepak S. Parekh
Chairman
Mr. Nadir B. Godrej
Mr. M. M. Murugappan
Mr. R. K. Kulkarni
Mr. Bharat Doshi
AUDITORS
BOARD OF DIRECTORS
Mr. Anand G. Mahindra
Chairman & Managing Director
Dr. Pawan Goenka
Executive Director
(Appointed w.e.f. 23rd September, 2013)
Mr. M. M. Murugappan
Mr. A. K. Nanda
Mr. Narayanan Vaghul
Mr. R. K. Kulkarni
Mr. Anupam Puri
ADVOCATES
Khaitan & Co.,
One Indiabulls Centre,
13th Floor, 841, Senapati Bapat Marg,
Elphinstone Road, Mumbai 400 013
REGISTERED OFFICE
Gateway Building, Apollo Bunder,
Mumbai 400 001
CONTENTS
Directors Report .......................................................................................................9
Management Discussion and Analysis ...................................................................33
Corporate Governance ............................................................................................51
Business Responsibility Report ...............................................................................75
Accounts ...................................................................................................................91
Statement pursuant to Section 212 .....................................................................145
Consolidated Accounts ..........................................................................................151
Directors
Report
Dear Shareholders
Your Directors present their Report together with the audited
accounts of your Company for the year ended 31stMarch, 2014.
Financial Highlights
(Rs. in crores)
Gross Income
Less: Excise Duty on Sales
Net Income
Profit before Depreciation, Finance
Costs, Exceptional items and Taxation
Less: Depreciation/Amortisation
Profit
before
Finance
Costs,
Exceptional items and Taxation
Less: Finance Costs
Profit before Exceptional items
and Taxation
Add: Exceptional items
Profit before Taxation
Less: Provision for Tax Current Tax
(including MAT credit entitlement)
Provision for Tax Deferred
Less:
Tax (Net)
Profit for the year
Balance of profit for earlier years
Less: Transfer to Debenture
Redemption Reserve
Profits available for appropriation
Less: General Reserve
Proposed Dividends
Income-tax on Proposed Dividend
Dividend for 2012-13 paid on
shares issued in June, 2013
Income-tax on Dividend Paid
Balance carried forward
* denotes amounts less than Rs. 50 lakhs
2014
43,838
2,612
41,226
2013
43,962
2,972
40,990
5,439
863
5,258
711
4,576
259
4,547
191
4,317
52
4,369
4,356
91
4,447
350
933
261
3,758
9,952
161
3,353
7,905
17
13,693
400
862
104
15
11,243
400
798
93
2
*
12,325
9,952
Financial Performance
In the challenging times that the Indian Auto Industry is
currently passing through, with volumes shrinking, your
Company has registered a marginal growth of 0.57% in the
net income at Rs.41,226 crores in the year under review
as against Rs.40,990 crores in the previous year on the
back of a strong sales performance by its Farm Equipment
Division.
11
Dividend
Your Directors are pleased to recommend a dividend of
Rs.13.50 per Ordinary (Equity) Share and also a Special
Dividend of Re.0.50 per Ordinary (Equity) Share aggregating
Rs.14 per Ordinary (Equity) Share of the face value of Rs.5
each, payable to those Shareholders whose names appear in
the Register of Members as on the Book Closure Date. The
Special Dividend is recommended in view of the profit made
by the Company on sale of part of its shareholding in long
term investments of the Company. The equity dividend outgo
for the Financial Year 2013-14, inclusive of tax on distributed
profits (after reducing the tax on distributed profits of Rs.42.97
crores on the dividends receivable from the subsidiaries during
the current Financial Year) would absorb a sum of Rs.965.81
crores [as against Rs.894.11 crores comprising the dividend
of Rs.12.50 per Ordinary (Equity) Share and also a Special
Dividend of Re.0.50 per Ordinary (Equity) Share aggregating
Rs.13.00 per Ordinary (Equity) Share of the face value of Rs.5
each and tax thereon paid for the previous year].
Performance Review
Automotive Division:
Your Companys Automotive Division recorded total sales of
4,34,505 vehicles and 64,510 three-wheelers as compared to
4,83,734 vehicles and 67,735 three-wheelers in the previous
year registering a de-growth of 10.2% in vehicle sales and a
de-growth of 4.8% in three-wheeler sales.
On the domestic sales front, your Company sold 2,54,344
Passenger Vehicles [including 2,19,421 Utility Vehicles (UVs),
25,189 Multi Purpose Vehicles (MPVs) and 9,734 Cars] which
is a de-growth of 18.1% over the previous years volumes of
3,10,706 Passenger Vehicles [including 2,63,925 UVs, 31,437
MPVs and 15,344 Cars]. In the commercial vehicle segment, your
Company sold 1,52,398 vehicles [including 29,223 vehicles <2T
12
in the retail segment and also made its entry into the Energy
Management Solutions space.
Corporate Governance
Your Company has a rich legacy of ethical governance
practices many of which were implemented by the Company,
even before they were mandated by law. Your Company is
committed to transparency in all its dealings and places high
emphasis on business ethics.
A Report on Corporate Governance alongwith a Certificate
from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
Share Capital
During the year under review, your Company has allotted
19,11,628 Ordinary (Equity) Shares of Rs.5 each to the
Trustees of Mahindra & Mahindra Employees Stock Option
Trust. Consequently, the issued, subscribed and paid-up Share
Capital of the Company stood at Rs.308 crores comprising of
61,58,92,384 Ordinary (Equity) Shares of Rs.5 each fully paid-up.
Finance
The Financial Year 201314 saw the global economy operating
at differing speeds. While amongst the developed world,
the USA showed signs of recovery leading to the tapering of
Quantitative Easing, Europe witnessed signs of stabilisation.
The emerging economies which had experienced a slowdown
in the previous year, encountered new domestic and
international headwinds during the year 2013. While China
embarked on a soft landing programme by curtailing credit
led growth, countries like Brazil, Russia and South Africa
faced problems in commodity led growth apart from political
and social issues. The latest outlook published by IMF anticipates
a continued recovery for the global economy in the Calendar
Year 2014, showing upward growth for the developed world,
while emerging economies as a whole are expected to record
a moderate growth, less than the high growth rates they had
witnessed until a couple of years ago.
In the domestic front, tight liquidity conditions prevailed
throughout the year, while interest rates remained high,
13
Mahindra Trucks and Buses Limited (MTBL), a wholly
owned subsidiary of your Company was engaged in the
businesses of designing, developing, marketing and
distribution of Light Commercial Vehicles (LCVs) and
Medium and Heavy Commercial Vehicles (M&HCVs)
including but not limited to (a) vehicles such as trucks,
buses, tippers and tractors and (b) license fees and
marketing service charges for lubricants and trading in
spare parts and accessories.
14
6. Schemes of Merger.
**
M&M holds 0.32% of the paid-up share capital of
Mahindra CIE as on 30th May, 2014.
(i)
110 Equity Shares of MFL for 100 Equity Shares
of MHIL;
(ii)
17 Equity Shares of MFL for 100 Equity Shares
of MIIPL;
(iii)
20 Equity Shares of MFL for 100 Equity Shares
of MGIL;
(iv)
284 Equity Shares of MFL for 100 Equity Shares
of MUSCO;
(v)
105 Equity Shares of MFL for 100 Equity Shares
of PIA 3.
Stock Options
During the year under review, on the recommendation of
the Governance, Nomination and Remuneration Committee
(erstwhile Governance, Remuneration and Nomination
Committee) of your Company, the Trustees of the Mahindra
& Mahindra Employees Stock Option Trust have granted
4,50,382 Stock Options to Eligible Employees under the
Mahindra & Mahindra Limited Employees Stock Option
Scheme 2010. Further, no Stock Options have been granted
under the Mahindra & Mahindra Limited Employees Stock
Option Scheme 2000.
Details required to be provided under the Securities and
Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 are set out
in Annexure I to this Report.
Industrial Relations
On the Industrial Relations front, a major feat was
accomplished by signing eight wage settlements across
Plants for the Automotive and Farm Equipment Sectors. The
Company was successful in maintaining a cordial industrial
relations environment across its manufacturing units. A slight
unrest was experienced at the Igatpuri Plant when the
workmen went on a 13day tool down from 9th21stApril,
2013. However, this did not affect the production schedule of
the Plant.
Employees have always been valuable assets of the Company
and major focus was laid in propagating proactive and
employee centric practices at the shop floor. There was a focus
on ensuring transparent communication of overall business
goals and efficient concern resolution mechanism. Over
the past few years, your Company has adopted a more
holistic approach to enhance capabilities of employees at
the shop floor which goes beyond mere technical skills.
Instituted in 1995, Mahindra All India Talent
Scholarships (MAITS) are awarded to students
from lower socio economic strata to enable them to
pursue a job oriented diploma course at a recognised
Government Polytechnic in India. Approximately
500scholarships are given every year to students
who undergo a three year course. In Financial Year
2013-14, 550 students were awarded the MAITS
and this scholarship has benefitted 6,904 students
till date.
The K. C. Mahindra Scholarship for Post Graduate
Studies Abroad is an interest free loan scholarship
which is awarded to deserving graduates interested
in pursuing their post graduate studies overseas.
This scholarship has been ongoing since 1956. In the
Financial Year 2013-14, 43 students were awarded
this interest free loan scholarship of Rs.2 lakhs each
and 3students were awarded Rs.8 lakhs each from
the K. C. Mahindra Fellows Fund. These scholarships
were given to students who gained admission in
renowned Universities such as Harvard, Yale, Stanford,
Massachusetts Institute of Technology, Carnegie
Mellon, London School of Economics, across a wide
Till date 78 students have benefited from the
K. C. Mahindra United World College Scholarships
enabling them to study at the Mahindra United
World College of India. During Financial Year 2013-14,
10students were given these scholarships.
Sustainability Initiatives
During the year under review, the Sustainability Report for
the year 2012-13 was released. As in the earlier five years this
Report was also externally assured by KPMG with GRI checked
application level A+.
Your Company continued its Sustainability journey using
resource efficiency and social commitment as important drivers
of profitable growth. Retaining the focus on the Environmental,
Social and Governance (ESG) parameters, initiatives of
the previous years were consolidated and fresh ones were
taken up.
19
Directors
Auditors
Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire
at the conclusion of the ensuing Annual General Meeting. They
have been Statutory Auditors of the Company since Financial
Year 2008 i.e. for a continuous period of 7years including
Financial Year 2014. In terms of the Companies Act, 2013 (the
new Act) and the Rules framed thereunder, it is proposed to
appoint them as Statutory Auditors of the Company to hold
office from the conclusion of the ensuing Annual General
Cost Auditors
As per the Order of the Central Government and in
pursuance of section 148 of the Companies Act, 2013, your
Company carries out an audit of its cost records. The due
date for filing of the Cost Audit Report with the Ministry of
Corporate Affairs for the Financial Year ended 31stMarch,
2013, was 180 days from the closure of the Companys
Financial Year. The combined Cost Audit Report for the Farm
Equipment Sector and Motor Vehicles for the Financial Year
ended 31stMarch, 2013 was filed on 26thSeptember, 2013
in the XBRL format. The Central Government approved the
appointment of M/s.N.I. Mehta & Co., Cost Accountants
as Cost Auditors for conducting Cost Audit for the Financial
Year 2013-14.
Pursuant to section 148 of the Companies Act, 2013, the Board
of Directors on the recommendation of the Audit Committee
appointed M/s.N.I. Mehta & Co., Cost Accountants, as the
Cost Auditors of the Company for the Financial Year 2014-15.
M/s.N.I. Mehta & Co. have confirmed that their appointment
is within the limits of section 139(9) read with section 141(3)(g)
of the Companies Act, 2013 and have also certified that they
are free from any disqualifications specified under sections
141(3) and 141(4) read with proviso to section 148(3) of the
Companies Act, 2013.
The Audit Committee has also received a Certificate from the
Cost Auditors certifying their independence and arms length
relationship with the Company.
Current Year
During the period 1stApril, 2014 to 29thMay, 2014,
60,323vehicles were despatched as against 60,067vehicles
during the corresponding period in the previous year. During
the same period, 44,849tractors were despatched as against
43,103tractors despatched during the corresponding period
in the previous year.
Looking forward, your Company believes that the economy
has weathered the worst and is now poised for a decisive,
albeit gradual, turnaround in growth. There are several
factors that underlie the current optimism. First, the countrys
macro economic indicators are in far-better shape today than
they were a year ago, making it much more resilient to risks
emanating from US Feds monetary policy actions. Second,
with economic recovery in developed countries gaining
strength and the Indian Rupee more competitively valued
than before, exports are likely to witness a robust pick-up
in the current year. Last, but perhaps most important, given
the strong mandate delivered by the recently concluded Lok
Sabha elections, swifter and more decisive policy actions are
expected to be undertaken by the Central Government in the
coming months, with special attention being paid to reviving
24
Particulars of Employees
The Company had 265 employees who were in receipt of
remuneration of not less than Rs.60,00,000 during the year
ended 31stMarch, 2014 or not less than Rs.5,00,000 per
month during any part of the said year. However, as per
the provisions of section 219(1)(b)(iv) of the Companies Act,
1956, the Directors Report and Accounts are being sent to
all the Members of the Company excluding the Statement of
particulars of employees. Any Member interested in obtaining
a copy of the Statement may write to the Company Secretary,
whereupon a copy would be sent.
For and on behalf of the Board
ANAND G. MAHINDRA
Chairman & Managing Director
Mumbai, 30 th May, 2014
ANNEXURE I TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2014
Information to be disclosed under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999:
a
Options
granted
Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 (2000 Scheme) 1,52,00,898
Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 (2010 Scheme) 48,87,568
The
pricing
formula
2000 Scheme
2010 Scheme
1st
Tranche
2nd
Tranche
3rd
Tranche
4th
Tranche
5th
Tranche
6th
Tranche
7th
Tranche
8 th
Tranche
9 th
Tranche
10 th
Tranche
11th
Tranche
1st
Tranche
2nd
Tranche
3rd
Tranche
4th
Tranche
Average
price
preceding
the
specified
date 27th
September,
2001
Average
price
preceding
the
specified
date
30 th May,
2003
Discount
of 5.13%
on the
average
price
preceding
the
specified
date
31st May,
2004
Discount
of 4.85%
on the
average
price
preceding
the
specified
date
30 th May,
2005
Average
price
preceding
the
specified
date 14th
September,
2005
Discount
of 5.02%
on the
average
price
preceding
the
specified
date
29 th May,
2006
Discount
of 4.89%
on the
average
price
preceding
the
specified
date 13 th
September,
2006
Discount
of 4.97%
on the
average
price
preceding
the
specified
date
30 th July,
2007
Discount
of 5.03%
on the
average
price
preceding
the
specified
date 4th
August,
2008
Discount
of 4.97%
on the
average
price
preceding
the
specified
date
30 th July,
2009
Discount
of 4.98%
on the
average
price
preceding
the
specified
date 7th
August,
2012
Options
issued
at Par
specified
date
29 th
October,
2010
Options
issued
at Par
specified
date 9 th
December,
2011
Options
issued
at Par
specified
date
25th
October,
2012
Options
issued
at Par
specified
date
13th
November,
2013
Average price
Average of the daily high and low of the prices for the Companys Equity Shares quoted on BSE Limited during 15 days
preceding the specified date.
The specified
date
Date on which the Governance, Nomination and Remuneration Committee decided to recommend to the Mahindra &
Mahindra Employees Stock Option Trust (Trust), the grant of Options.
Options vested
Options exercised
2000 Scheme 45,88,703 Equity Shares of Rs.10 each. These were transferred from the Trust to the Eligible Employees prior
to sub-division of the Face Value of Equity Share from Rs.10 to Rs.5.
2000 Scheme 66,66,045 Equity Shares of Rs.5 each. These were transferred from the Trust to the Eligible Employees during
the period 1st April, 2010 to 31st March, 2014.
2010 Scheme 15,95,815 Equity Shares of Rs.5 each. These were transferred from the Trust to the Eligible Employees during
the period 1st April, 2011 to 31st March, 2014.
Options lapsed
At the Sixty-first Annual General Meeting of the Company held on 30 th July, 2007, 2000 Scheme was amended to provide for
recovery from Eligible Employees, the fringe benefit tax in respect of Options which are granted to or vested or exercised by
the Eligible Employees on or after 1st April, 2007.
Money realised by
exercise of options
Total number of
options in force
Employee-wise details of
options granted to:
(i) Senior managerial personnel As per Statement attached
25
(ii) A
ny other employee who
receives a grant in any one
year of option amounting
to 5% or more of option
granted during that year
2000 Scheme
Names
2010 Scheme
Options granted
during the
year ended 31st
March, 2014
15,240
36,901
15,000**
Mr. Ramakrishna
Subbaraman
23,146
15,240
25,920
10,160
Mr. Prince M.
Augustin
5,080
Weighted-average
exercise
prices and weighted-average
fair values of options shall be
disclosed separately for options
whose exercise price either
equals or exceeds or is less than
the market price of the stock.
26
The Company has calculated the employee compensation cost using the intrinsic value of stock options. Had the fair
value method been used, in respect of stock options granted on or after 30 th June, 2003, under 2000 Scheme and
2010 Scheme, the employee compensation cost would have been lower by Rs.2.70 crores, profit after tax higher by
Rs.2.70 crores and the basic and diluted earnings per share would have been higher by Re.0.05 and Re.0.04 respectively.
2000 Scheme
Options Grant
Date
Exercise price
(Rs.)
2010 Scheme
Fair value
(Rs.)
Options Grant
Date
Exercise price
(Rs.)
Fair value
(Rs.)
13th
November,
2013
5.00
850.46
2000 Scheme
2010 Scheme
8.83%
3.25 years
31.59%
1.45%
(v)
the price of the underlying
share in market at the time of
option grant.
Rs. 895.35
STATEMENT ATTACHED TO ANNEXURE I TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2014
Name of Senior Managerial
Persons to whom Stock Options
have been granted
2000 Scheme
2010 Scheme
Options
granted in
December,
2001*
Options
granted in
June, 2005**
($)
Options
granted in
October, 2005
(#)
Options
granted in
September,
2006* ($$)
Options
Options
Options
granted in
granted in
granted in
July, 2007* August, 2008*
August,
($$$)
($$$$) 2012 ($$$$$)
Options
granted in
January, 2011
($$$$$$)
1,00,000
*10,000***
Nil
11,345***
8,362***
29,039***
Nil
71,080
25,290
*7,500
*15,000***
*11,345***
12,543***
37,336***
Nil
71,080
20,000
*5,000
Nil
Nil
Nil
Nil
Nil
Nil
20,000
*5,000
Nil
Nil
Nil
Nil
Nil
Nil
Mr. M. M. Murugappan
20,000
*5,000
Nil
Nil
Nil
Nil
Nil
Nil
1,00,000
*10,000
Nil
11,345***
8,362***
24,890***
Nil
Nil
20,000
*5,000
Nil
Nil
Nil
Nil
Nil
Nil
Mr. R. K. Kulkarni
20,000
*5,000
Nil
Nil
Nil
Nil
Nil
Nil
Mr. A. K. Nanda
20,000
@5,000***
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
10,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
10,000
Nil
Vesting period
Exercise period
Exercise price
($)
June, 2005
(#)
October, 2005
($$)
September, 2006
($$$)
July, 2007
($$$$)
August, 2008
($$$$$)
August, 2012
27
ANNEXURE II TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2014
PARTICULARS AS PER THE COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)
RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH, 2014
Reduction
Effective
Reduce,
Reduction
Saving
etc.
Use
Use
(a) During the year, the Company has taken the following
initiatives for conservation of energy:
(i)
Engineering Initiatives
Installation of solar street lights and LED
Lamps.
Replacement of conventional lamps with
energy efficient Mag-coupled Magnetic
lamps.
Elimination of electrical heating system by
providing waste heat recovery system on
furnace exhaust.
Installation of heat pump on washing
machine thereby eliminating electrical
heating.
Installation of waste heat recovery on oven
exhaust to preheat the combustion air.
28
Installation of gas ionizers for burners of
heat treatment furnaces and thermopacs in
paint shop.
Replacement of old inefficient pumps with
energy efficient pumps at various locations.
Installation of VFDs at select locations.
Installation of air demand controller in paint
shop.
Voltage optimisation for lighting load.
Transparent FRP sheets on roof.
DG set voltage optimisation and Power
factor improvement.
(ii)
Process Improvement
Cycle Time reduction in various manufacturing
processes through introduction of new
technology and Kaizens.
Optimising temperature settings in HVAC
units and automatic temperature controls.
PNG consumption optimisation by reducing
the skid weight at PT-CED.
Eliminating electrical heating system for
sand solidification by replacing the hold box
process with cold box process.
Optimising the loading of parts on furnace
by modification of loading tray.
Ducting modification to reduce frequency of
ASU blower in paint shop.
Load Carrier trolley length optimisation
and Processing 4 passengers per skid
(Zaheerabad).
Optimisation of frequency of Roller Motor
in TCF.
Piping modification for Shower Testing along
with installation of VFD.
Improvements through small group activities
Auto Switching for Lighting for energy
optimisation.
Centralised Switches at Offices for Zero
Consumption during night periods.
Timers for blowers, fans and lights.
Lighting sensor auto-switches for lighting.
Energy Savers for Air-conditioners.
(iii)
Initiatives Generating Awareness on Energy
Consumption.
Energy Conservation Week Celebration at all
Plants.
Energy Conservation Oath at all locations.
(c)
Impact of the measures at (a) & (b) above for
reduction in energy consumption and consequent
impact on the cost of production of goods
The measures taken have resulted in lower energy
consumption.
Specific Electrical energy consumption is reduced by
3.4% over the previous year and Specific Thermal
energy consumption is reduced by 11.2% over the
previous year. Overall energy consumption is reduced
by7.2%.
Not Applicable.
Some significant achievements in the Automotive
Division include launch of variants like new BMT
Plus, Bolero Pik-up Single Cab Refresh, Verito Vibe
and Xylo D2 Maxx with 9seater with side facing
rear seats.
New BMT Plus had a longer cargo for more loading
capacity. Verito Vibe is a compact variant of the
Verito. It has a restyled rear and retains the original
29
Farm Equipment Design remains committed to
offering Farm Tech prosperity to the customers by
increasing the productivity and efficiency of the
Companys farm machines.
4. Expenditure on R&D:
The Company spent Rs. 1,300.94 crores (including
Rs. 660.67 crores on Capital Expenditure) for
Research & Development work during the
year, which was approximately 2.97% of the
total turnover.
During the year under review, the focus of Automotive
Division continued on technology upgradation and
capability development in the core areas of Power
train, Safety, weight reduction, alternate material
and developing capabilities for increasing reliability in
Automotive Electronics.
Your Company has continued its endeavour to
develop and absorb advanced technologies for its
product range to meet the requirements of a globally
competitive market. Special focus and efforts have
resulted in electronic engine on Tractors which
provides optimum fuel consumption with enhanced
comfort for the farmers. The Company continues its
experimental research on alternate fuel technologies
like Bio Fuel, CNG, Hydrogen and other fuel
cells. Many programs are being done jointly with
industry and academia to keep these technologies
ready for commercial deployment, should the
opportunities arise.
2.
Benefits derived as a result of the above efforts:
Special focus and efforts have resulted in
electronic engine on Tractors which provides
much higher fuel consumption with enhanced
NVH and comfort for the farmers.
Emphasis on use of new materials to reduce
weight of aggregates and parts.
Develop new technologies and keep them
ready for deployment on products in the
field of:
Advanced Electronics
Alternate fuels
High performance lubricants
Year of
Import
Status
2009
2009
2009
2009
2009
2009
2009
2010
Technology
Technology
Technology
Technology
Technology
Technology
Technology
Technology
Absorbed
Absorbed
Absorbed
Absorbed
Absorbed
Absorbed
Absorbed
Absorbed
2010
2010
2010
2010
Technology
Technology
Technology
Technology
Absorbed
Absorbed
Absorbed
Absorbed
2010
2010
2010
2010
2011
2011
2011
2012
2012
2012
2013
2013
2013
2013
2013
2014
2014
2014
2014
Technology Absorbed
Technology Absorbed
Technology Absorbed
In the process of Absorption
In the process of Absorption
Technology Absorbed
In the process of Absorption
Technology Absorbed
In the process of Absorption
In the process of Absorption
In the process of Absorption
In the process of Absorption
In the process of Absorption
In the process of Absorption
In the process of Absorption
In the process of Absorption
In the process of Absorption
Technology Absorbed
In the process of Absorption
All imported technologies In the process of Absorption would be absorbed as per the respective Technology Absorption
Schedule.
The information on foreign exchange earnings and outgo is furnished in the Notes on Accounts.
ANAND G. MAHINDRA
Chairman & Managing Director
31
Particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries,
associates, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Clause 32
of the Listing Agreement.
Loans and advances in nature of loans to subsidiaries:
(Rs. in crores)
Balances as on
31st March, 2014
Maximum outstanding
during the year
200.00
1.00
1.00
0.68
7.26
108.69
108.69
80.40
110.72
235.50
340.00
18.00
18.00
15.00
40.00
45.32
57.81
564.80
Bristlecone Limited
Mahindra Overseas Investment Company (Mauritius) Limited
Mahindra Two Wheelers Limited
Except as indicated above, the Company has not made any loans and advances in the nature of loans to associates or loans and
advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest
below section 372A of the Companies Act, 1956.
32
Management
Discussion AND
Analysis
3.9% over the previous year. This growth was primarily driven
volatile environment.
previous year).
The Automotive and Farm Equipment Sectors, along with
their subsidiary companies and joint ventures, achieved global
sales of 957,797 vehicles and tractors (657,145 vehicles and
300,652 tractors).
year for the Indian auto industry. The year ended with
previous year. This is the worst ever degrowth since the year
horsepower.
The table below shows the size of various segments of the Indian auto industry and their growth rates, spanning Financial Year
2011-12 to Financial Year 2013-14.
Industry
Segment
Industry Volume
YoY Growth
FY12
FY13
FY14
FY13
FY14
Passenger Cars
2,031,306
1,874,055
1,786,899
7.7%
4.7%
Utility Vehicles
363,772
553,662
525,942
52.2%
5.0%
MPV (Vans)
234,761
237,298
190,844
1.1%
19.6%
2,629,839
2,665,015
2,503,685
1.3%
6.1%
349,216
268,689
200,627
23.1%
25.3%
49,882
46,913
38,709
6.0%
17.5%
MHCV Goods
299,334
221,776
161,918
25.9%
27.0%
460,283
524,522
432,111
14.0%
17.6%
48,868
47,827
42,799
2.1%
10.5%
251,030
247,426
166,974
1.4%
32.5%
110,117
190,442
192,911
72.9%
1.3%
50,268
38,827
29,427
22.8%
24.2%
Total CV
809,499
793,211
632,738
2.0%
20.2%
3 Wheelers
513,281
538,290
479,634
4.9%
10.9%
3W Passenger
406,260
441,124
384,923
8.6%
12.7%
3W Goods
107,021
97,166
94,711
9.2%
2.5%
2 Wheelers
13,409,150
13,797,185
14,805,481
2.9%
7.3%
Motorcycles
10,073,303
10,085,000
10,479,817
0.1%
3.9%
Scooter
2,558,981
2,923,424
3,602,744
14.2%
23.2%
Mopeds
776,866
788,761
722,920
1.5%
8.3%
17,361,769
17,793,701
18,421,538
2.5%
3.5%
3,952,619
3,996,516
3,616,057
1.1%
9.5%
Passenger Vehicles
MHCV
MHCV Passenger
LCV
LCV Passenger
Total Industry
Industry (Exc. 2W)
Industry
FY14
FY13
Growth PY
Total
633,656
527,384
20.2%
<20
22,252
18,551
20.0%
2030
48,562
48,462
0.2%
3040
223,141
191,923
16.3%
4050
308,482
239,894
28.6%
31,219
28,554
9.3%
>50
37
M&M AS
Industry
FY14
Growth (%)
FY14
Growth (%)
FY14 (%)
FY13 (%)
219,421
16.9
525,942
5.0
41.7
47.7
9,734
36.6
346,524
31.1
2.8
5.8
MPV Total
25,189
19.9
190,844
19.6
13.2
13.2
LCV < 2T
29,223
26.8
166,974
32.5
17.5
16.1
123,175
19.7
192,911
1.3
63.9
54.0
62,614
4.4
479,634
10.9
13.1
12.2
AD (Dom.) Total
469,356
9.6
1,902,829
6.3
24.7
25.5
5,876
34.2
72,226
16.7
8.1
10.3
MHCV (Goods)
2,285
23.2
88,123
24.2
2.6
2.6
477,517
10.1
2,063,178
7.7
23.1
23.8
UV Total
Cars (Verito)
AS (Dom.) Total
Your Company maintained its leadership position in the domestic UV market with a 41.7% share. The Scorpio continues to strengthen
its iconic status with sales crossing 50,000 units for the third consecutive year. The Scorpio also posted its highest ever sales since
launch. The Bolero continued its stellar performance with sales crossing 100,000 units for the third successive year. The Bolero
retained the title of Indias largest selling UV for the 8th consecutive year. It is also the 5th highest selling passenger vehicle in India
and the only UV to feature on the list of Top 10 selling passenger vehicles in India. The XUV500 continues to be the customers
choice, with average 3,300 units sold per month in Q4 Financial Year 2014.
The graphs below show the movement of the Companys market share in the UV and Pik-UP segments in the four quarters of
Financial Year 2014. Market share in the UV segment is on an upswing while the Company has consistently improved its market
share in the Pik-UP segment.
50%
48%
UV Mkt. Share
70%
46.0
46%
72.2
65.8
65%
43.2
44%
42%
38.2
58.0
60%
55%
39.6
40%
58.8
50.4
50%
38%
45%
36%
40%
34%
35%
32%
30%
30%
Q4 FY13
38
75%
47.8
Q1 FY14
Q2 FY14
Q3 FY14
Q4 FY14
Q4 FY13
Q1 FY14
Q2 FY14
Q3 FY14
Q4 FY14
Since its launch in 2011, the XUV500 has carved a special niche
for itself in the minds of Indian consumers. The new entry
level W4 variant makes the XUV500 proposition accessible to
a larger base of customers who aspire to be proud owners of
this award winning vehicle inspired by the Cheetah. With no
change in powertrain, the W4 variant offers a high level of
technology and aims to attract sedan and compact SUV buyers
who wish to upgrade.
Over the past few years, the Company has worked tirelessly
to improve customer satisfaction at the product as well as the
dealership level. The results of these efforts can be seen from
the score and rank received by the Mahindra brand in the
JD Power CSI and SSI surveys for 2013. Mahindra was ranked
4th (along with Toyota) in the JD Power CSI study, while in
the JD Power SSI survey, Mahindra was ranked 2nd along with
Toyota and Hyundai.
In line with its philosophy of customer centricity, your
Company has expanded its network, reaching out to 477
districts in India out of a total of 657. Vehicles from the
Mahindra stable can now be serviced even in the remotest
areas of the country like Kargil, Port Blair and Reckong Peo in
Himachal Pradesh.
The new Bolero Pick-Up Flat Bed with more modern, macho
and stylish looks and superior fuel efficiency is also a step
forward in this direction as it delivers greater earning potential
for customers while retaining the basic tough and rugged DNA
associated with Mahindra vehicles.
39
Global Footprint
The Sector continued to strengthen its global footprint
with a focus on the key markets of USA and China, amongst
other regions. Total tractor volumes outside India stood
at 40,612 tractors, with exports from India contributing
10,148 tractors.
USA
Mahindra USA celebrated 20 years of incorporation in the
USA. The company once again crossed the 10,000 annual
volume mark, and had its highest ever billings and retails. It
also achieved an all-time high market share of 8% in the 0-80
HP segment in the US market. Mahindra USA continues to
expand its reach by making significant efforts to strengthen
the Mahindra brand in this market, especially enhancing its
presence in the digital space.
China
China is the second largest tractor market in the world, but
the industry is in the midst of turbulent times. Volumes from
the Mahindra Yueda (Yancheng) Tractor Company Limited
(MYYTCL) saw a marginal decline to 19,042 units in the
domestic market, as compared to 19,622 units sold in the same
period last year. At the same time, exports from China saw a
growth of 5.4% to 2,579 units, as compared to 2,447 units the
previous year.
Mahindra Samriddhi
The focus of Mahindra Samriddhi is to offer knowledge and
knowhow on modern farming technologies. Today we have
more than 160 Mahindra Samriddhi centres which were
accessed by over 90,000 farmers in the Financial Year 2013-14.
The Mahindra Samriddhi India Agri Awards continues to be the
premier event in the field of Indian agriculture. It is graced by
leading luminaries from the field of agriculture and honours
the torch bearers of farm prosperity across the nation.
Mahindra Powerol
During the growth phase, crops are under the constant threat
of virus, disease and nutrient deficiency. The Companys Crop
Care business offers a range of herbicides, pesticides and
fungicides, mitigating the risk of crop loss. The business has
grown ~25% over the previous period, aided by the launch of
eight new products.
Mahindra branded seeds and crop care products are available
at Mahindra Samriddhi centres as well as through independent
channel partners.
Micro-irrigation business
Micro-irrigation offers tremendous benefits to the farmer,
including water savings of more than 25%, reduced expenditure
on labour and fertiliser and higher productivity.
The Company had forayed into micro-irrigation in 2011,
through the acquisition of a stake in EPC Industri Limited,
one of Indias leading micro-irrigation companies. Its business
for the Financial Year 2013-14 grew 8% while the industry
degrew by around 8% to 10%.
Automotive Sector
42
Commodity Prices
Globally, commodity prices declined in the first half of the
Financial Year 2013-14, but sharp rupee depreciation restricted
Capacity
The Company has built adequate manufacturing capacity for
the immediate future and is planning to invest in additional
capacity in preparation for the mid to long term.
On the supplier end, the Company is working closely with
its key suppliers to minimise any supply constraints through
capacity planning and longer term contracts. At the same
time, opportunities for global sourcing are also being actively
explored.
Competitive Intensity
Keeping in mind the high growth potential of the Indian
automotive market, all Original Equipment Manufacturers
(OEMs) are actively investing in new product development
and product technology upgrades in India. Multinational
OEMs are increasingly becoming India focused and developing
India centric products. Further, with increased local sourcing
and development taking place in India, cost structures of
multinational corporations are becoming more competitive.
Moreover, in the past, most MNC OEMs entering India were
focused on the car market. Now they have an active presence
in the UV and CV segments as well, leading to intense
competition in this space as well.
With improvement in infrastructure and strengthening of the
hub and spoke transportation model, the need for commercial
vehicles across product categories is expected to multiply. The
medium and heavy commercial vehicle segment features two
dominant domestic players and in the recent past it has also
witnessed the entry of MNCs. The need for efficient logistics in
the feeder and distributor routes has led to growth in the small
43
New projects
In order to meet customer needs and keep a watch on
competition, your Company is investing in an aggressive
new product development programme as the success of new
product launches will have an important bearing on its future
growth and profitability.
Monsoon
A normal monsoon is important for both agriculture as well as
the rural economy. The tractor business in particular and the
Strategy
Automotive Sector
Your Company is pursuing several strategic initiatives in all
key areas of business, to maintain a healthy and sustainable
growth for its Automotive Sector. Some of the key elements of
strategy include enriching the product portfolio to strengthen
presence across various product segments, continually
45
Inventories:
31st March,
2014
31st March,
2013
3.78%
3.85%
3.93%
3.11%
Trade Receivable:
Trade Receivable is Rs.2,509.84 crores as at 31st March, 2014, as
compared with Rs.2,208.35 crores as at 31st March, 2013. Also,
as a percentage of Gross revenue from sales of products and
services, trade receivable is higher at 5.90% for the year ended
31st March, 2014, as compared to 5.15% for the previous year.
The increase in the trade receivable levels during the current
year is due to growth in the volume of tractor sales.
47
RESULTS OF OPERATIONS
Income:
(Rs. crores)
Particulars
FY2014
FY2013
Inc./(Dec.)
Amount
Amount
42,240.60
104.28
42,502.27
105.10
(0.62)
Sale of Services
334.44
0.83
372.34
0.92
(10.18)
545.14
1.34
538.04
1.33
1.32
43,120.18
106.45
43,412.65
107.35
(0.67)
2,611.68
6.45
2971.49
7.35
(12.11)
40,508.50
100.00
40,441.16
100.00
0.17
717.99
1.77
549.17
1.36
30.74
Sales of Products
FY2014
FY2013
Inc./(Dec.)
Amount
% to Net Sales
& Income from
Operations
Amount
% to Net Sales
& Income from
Operations
29,432.33
72.66
30,424.52
75.23
(3.26)
2,163.72
5.34
1,866.45
4.62
15.93
Finance Costs
259.22
0.64
191.19
0.47
35.58
863.34
2.13
710.81
1.76
21.46
Other expenses
4,191.24
10.35
3,440.89
8.51
21.81
Total Expenses
36,909.85
91.12
36,633.86
90.59
0.75
Material Costs
Employee Benefits Expense
Expenditure:
The total expenditure during the year as a percentage of Net sales/Income from Operations is 91.12 % as compared to 90.59 % in
the previous year.
48
Material Cost:
The provision for current tax and deferred tax for the year
ended 31stMarch, 2014 as a percentage to profit before tax
is lower than the previous year, because the tax charge was
lower in the current year due to the unabsorbed tax losses
of the trucks business of Mahindra Trucks & Buses Limited
(MTBL) which became available on the merger of the trucks
business of MTBL with the Company, increased research and
development expenditure and investment allowance on plant
and machinery which became applicable in the current year.
Personnel Cost:
Personnel cost has increased by 15.93% to Rs.2,163.72 crores
from Rs.1,866.45 crores in the previous year. This is mainly
due to annual increments, strength increase and merger of
trucks business of Mahindra Trucks and Buses Limited during
the year.
Other Expenses:
Other expenses as a percentage of net sales and operating
income shows an increase over the previous year. Expenses
in absolute terms too are higher due to merger of the trucks
business of Mahindra Trucks and Buses Limited. The expense has
also increased on account of difference in exchange, freight,
marketing related expenses on incentives, advertisement and
sales promotion to support and enhance sales in a challenging
market and for brand building.
Finance Costs:
The interest expense for the year ended 31stMarch, 2014 is
Rs.259.22 crores as compared to Rs.191.19 crores in the
previous year. This is mainly due to new borrowing of Senior
Redeemable Non-Convertible Debenture and interest cost
on borrowings taken over on merger of trucks business of
Mahindra Trucks and Buses Limited.
Exceptional Items:
The profit from Exceptional items during the year ended
31stMarch, 2014 is Rs.52.79 crores as against Rs.90.62 crores in
the previous year. The profit in the current year is on account
of profit earned on sale of shares of Mahindra Logistics Limited
and Mahindra Two Wheelers Limited. In the previous year, it
was on account of profit earned on sale of shares of Mahindra
Holidays & Resorts India Limited.
FY2014
FY2013
1.
Automotive
2,358.05
2,330.01
2.
Farm Equipment
2,479.76
1,827.56
3.
Financial Services
1,460.93
1,284.03
4.
95.35
88.09
5.
Infrastructure
160.64
242.58
6.
Hospitality
120.56
141.11
7.
IT Services
30.35
221.78
8.
Systech
(26.85)
(44.42)
9.
Others
(502.84)
(295.31)
10. Eliminations
Total
2.04
25.63
6,178.00
5,821.06
Disclaimer
Certain statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates,
expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations.
Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys
operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes
in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts
business and other incidental factors.
50
Corporate
Governance
14th
in performance.
I. Board of Directors
The composition of the Board of your Company is in conformity
with Clause 49 of the Listing Agreement, as amended from
time to time. The Chairman & Managing Director of the
Company, though a Professional Director in his individual
capacity, is a Promoter and the number of Non-Executive
Independent Directors is more than one-half of the total
November,
2013.
The
remaining
Non-Executive
Professional fees for the year under review to Khaitan & Co.,
rd
53
Directors
Category
Committee
Chairmanships+
Committee
Memberships+
NON-EXECUTIVE
Mr.Deepak S. Parekh
Independent
Mr.Nadir B. Godrej
Independent
10
Mr.M. M. Murugappan
Independent
11
Mr.Bharat Doshi@@
Non-Independent
Mr.A. K. Nanda
Non-Independent
12
Mr.Narayanan Vaghul
Independent
Dr.A. S. Ganguly**
Independent
Mr.R. K. Kulkarni
Independent
Mr.Anupam Puri
Independent
Dr.Vishakha N. Desai
Independent
Independent
Mrs. D. Vijayalakshmi@
[Nominee of Life Insurance Corporation of
India ("LIC")]
Independent
Mr.S. B. Mainak^
(Nominee of LIC)
EXECUTIVE
Independent^^
Mr.Anand G. Mahindra
(Chairman & Managing Director)
Promoter
Dr.Pawan Goenka++
(Executive Director)
Non-Independent
12
* Excludes private limited companies, foreign companies, companies registered under section 25 of the Companies Act, 1956 and
Government Bodies.
$ Excludes Alternate Directorships but includes Additional Directorships and Directorship in Mahindra & Mahindra Limited.
+ Committees considered are Audit Committee and Stakeholders Relationship Committee, including that of Mahindra & Mahindra
Limited. Committee Membership(s) and Chairmanship(s) are counted separately.
@@
Resigned as the Executive Director and also as a Director of the Company with effect from the close of working hours on
13th November, 2013. He has been appointed as an Additional Director on the Board of Directors of the Company, with effect from
14th November, 2013.
** Ceased to be a Director with effect from 13th August, 2013.
@ Appointed as an Additional Director with effect from 25th October, 2012 and resigned with effect from 5th June, 2013.
^ Appointed as an Additional Director with effect from 13th November, 2013.
^^ Non-Independent Director with effect from 1st April, 2014 as per the Companies Act, 2013.
++ Appointed as an Executive Director with effect from 23rd September, 2013.
54
B. Board Procedure
A detailed Agenda folder, which is sent to each Director in
advance of the Board Meetings and of the Committee Meetings
as well as soft copy of the said Agenda(s), Presentation(s), etc.
are also uploaded on the Board Portal to provide web-based
solution that acts as a document repository. To enable the
Board to discharge its responsibilities effectively, the Chairman
& Managing Director apprises the Board at every Meeting
of the overall performance of the Company, followed by
Presentations by the concerned Sector President(s). A detailed
functional Report is also presented at the Board Meeting(s).
The Board also, inter alia, reviews strategy and business
plans, annual operating and capital expenditure budget(s),
investment and exposure limit(s), compliance report(s) of all
laws applicable to the Company, as well as steps taken by
your Company to rectify instances of non-compliances, review
of major legal issues, minutes of the Board Meetings of your
Companys subsidiary companies, significant transactions
and arrangements entered into by the unlisted subsidiary
companies, approval of quarterly/half-yearly/annual results,
significant labour issues, presentations and note on safety and
Attendance at the
AGM
Mr.Anand G. Mahindra
Yes
Dr.Pawan Goenka$
N.A.
Mr.Bharat Doshi#
Yes
Mr.Deepak S. Parekh
Yes
Mr.Nadir B. Godrej
Yes
Mr.M. M. Murugappan
Yes
Directors
Mr.A. K. Nanda
Yes
Mr.Narayanan Vaghul
Yes
Dr.A. S. Ganguly**
No
Mr.R. K. Kulkarni
Yes
Mr.Anupam Puri
Yes
Dr.Vishakha N. Desai
Yes
Yes
Mrs. D. Vijayalakshmi@
N.A.
Mr.S. B. Mainak^
N.A.
Sr.
No.
1.
Name of the
Company
Mahindra & Mahindra
Limited
Position
held
Member
3.
Member
4.
Mahindra Vehicle
Manufacturers
Limited
Audit Sub-Committee
Member
Nomination &
Remuneration
Committee
Member
Mahindra Two
Wheelers Limited
Audit Committee
Member
Nomination &
Remuneration
Committee
Member
6.
Mahindra Reva
Electric Vehicles
Private Limited
Nomination &
Remuneration
Committee
Chairman
7.
Swaraj Engines
Limited
Remuneration
Committee
Member
8.
Ssangyong Motor
Company
Management
Committee
Chairman
9.
Mahindra Heavy
Engines Private
Limited*
Audit Committee
Member
Borrowing Committee
Member
Nomination &
Remuneration
Committee
Member
Audit Committee
Member
Nomination &
Remuneration
Committee
Member
5.
Member
56
Mr.Bharat Doshi
Mr.Bharat Doshi joined the Company in 1973 as an Executive. He
is a fellow Member of The Institute of Chartered Accountants
of India ("ICAI") and The Institute of Company Secretaries
of India ("ICSI") and has a Masters Degree in Law from the
University of Bombay. He has also participated in the Program
for Management Development at Harvard Business School. He
was also a Fellow of the Salzburg Seminar on Asian Economies:
Regional and Global Relationships held in December, 2000.
Mr.Doshi was Executive Vice President (Corporate Affairs) from
July, 1991 to August, 1992. In August, 1992, he joined the Board
of the Company as an Executive Director in charge of Finance
& Accounts, Corporate Affairs and Information Technology. In
addition, he was the President of the Trade & Financial Services
Sector from December, 1994 to October, 2007. Mr.Doshi was
designated as Executive Director and Group Chief Financial
Officer (Group CFO) from October, 2007 to November, 2013.
In November, 2013, he transited from his position as Executive
Director & Group CFO to Non-Executive Director.
Mr.Doshi is a Trustee of the Mahindra Foundation and the
K. C. Mahindra Education Trust. He is on the Board of Governors
of Indian Institute of Management, Tiruchirappalli. He has
been associated with the Bombay Chamber of Commerce &
Industry (BCCI) for over 30 years and served as its President for
the year 2009-10. He was one of the Founding Members of the
Governing Council of InAct (Indian Association of Corporate
CFOs & Treasurers), now renamed Association of Finance
Professionals of India (AFPI).
Mr.Doshi was a Member of the High Powered Expert
Committee constituted by the Ministry of Finance, Government
of India, on making Mumbai an International Financial Centre.
Mr.Doshi was a Member of the Securities and Exchange Board
of India ("SEBI") Committee on Disclosures and Accounting
Standards (SCODA).
Mr.Doshi was a Member of the Working Group constituted by
Reserve Bank of India (RBI) to examine a range of emerging
issues pertaining to regulation of the Non-Banking Financial
Companies ("NBFCs") Sector. He was also a Member of the
RBI constituted Committee of Comprehensive Financial Services
for Small Businesses and Low-Income Households (CCFS).
Mr.Doshi is a Member of CII National Council on Corporate
Governance & Regulatory Affairs.
Mr.Bharat Doshi was adjudged Indias Best CFO by the
leading business fortnightly Business Today (India Today Group
Publication) in April, 2005. He was also conferred the CFO of
the Year Award, honouring financial excellence by IMA India,
Name of the
Company
Mahindra &
Mahindra Limited
Position
held
Audit Committee
Member
Stakeholders Relationship
Committee (earlier known
as Share Transfer and
Shareholders/Investors
Grievance Committee)
Member
Member
Member
Corporate Social
Responsibility Committee
Member
Strategic Investment
Committee
Member
2.
Mahindra
Intertrade Limited
3.
Godrej Consumer
Products Limited
Audit Committee
Mahindra &
Mahindra
Financial Services
Limited
Corporate Social
Responsibility Committee
4.
Chairman
Member
5.
Mahindra
Holdings Limited
Member
6.
Tech Mahindra
Limited
Executive Committee
Member
Mr.Deepak S. Parekh
Sr.
No.
1.
Name of the
Company
Audit Committee
Chairman
Strategic Investment
Committee
Member
GlaxoSmithKline
Pharmaceuticals
Limited
Investors Grievance
Committee
Chairman
Audit Committee
Member
3.
Audit Committee
Member
4.
Siemens Limited
Remuneration Committee
Member
Audit Committee
Member
2.
by 2030;
Chairman
of
High
level
Committee
on
Financing
Infrastructure;
Position
held
Mahindra &
Mahindra Limited
Company.
Mr.Nadir B. Godrej
Mr.Nadir Godrej holds a Bachelors degree of Science (Chemical
Engineering) from Massachusetts Institute of Technology,
a Masters degree in Chemical Engineering from Stanford
University and a Masters degree in Business Administration
from Harvard Business School. He has over 38 years of
experience in the Chemicals and Agribusiness industry. He is a
Member of various Committees of the Confederation of Indian
58
Name of the
Company
1.
Mahindra &
Mahindra Limited
Position
held
Audit Committee
Member
Strategic Investment
Committee
Member
Member
Member
Godrej Consumer
Products Limited
Stakeholders Committee
Chairman
CSR Committee
Chairman
3.
Nomination Committee
Member
4.
Godrej Industries
Limited
Corporate Social
Responsibility Committee
Chairman
Stakeholders Relationship/
Shareholders Committee
Member
Nomination and
Compensation Committee
Member
2.
2.
3.
4.
5.
6.
Position
held
Chairman
Member
Member
Chairman
Chairman
Member
Member
Member
Chairman
Chairman
Chairman
Member
Mr.R. K. Kulkarni
Mr.R. K. Kulkarni, B.Sc., LL.M, is a practicing Advocate and
Solicitor and is a Senior Partner in Khaitan & Co., Advocates
& Solicitors.
He has immense experience in all aspects of Corporate law;
Mergers & Acquisitions - such as due diligence, structuring
documentation involving listed companies, cross-border
transactions in Capital Markets - such as advice and
documentation relating to domestic IPOs and GDR/FCCB
offerings of securities by Indian companies; in Securities
Law - such as insider trading, takeover-code, public offers,
buyback of securities, etc.; in Restructuring - such as advice
and documentation involving creditors restructuring, sick
companies, demergers, spin-offs, sale of assets, etc. In
Privatisation - such as advice and documentation in relation
to privatisation of Government business and companies in
India on behalf of several bidders, etc.; in Foreign investment,
Joint Venture and Foreign Collaboration - such as advice and
60
2.
3.
4.
5.
Elantas Beck
India Limited
Tech Mahindra
Limited
Entertainment
Network (India)
Limited
Styrolution ABS
(India) Limited
Position
held
Member
Member
Member
Member
Corporate Social
Responsibility Committee
Audit Committee
Member
Remuneration Committee
Investor Grievances and
Share Transfer Committee
Audit Committee
Remuneration Committee
Chairman
Chairman
Audit Committee
Remuneration Committee
Member
Member
Chairman
Member
Member
Mr.Anupam Puri
Mr.Anupam Puri holds an M.Phil. in Economics from Nuffield
College, Oxford University, 1969; an M.A. in Economics from
Balliol College, Oxford University, 1967; and a B.A. in Economics
from Delhi University, India, 1965. Mr.Puri was a Management
Consultant with McKinsey & Company from 1970 to 2000. He
has worked globally with corporate clients in several industries
on strategy and organisational issues and has also served several
Governments and multilateral institutions on public policy.
Mr.Anupam Puri spearheaded the development of McKinseys
India practice, oversaw the Asian and Latin American offices
and was an elected Member of the Board.
Mr. Puri is currently a Member on the Boards of Dr. Reddys
Laboratories Limited, Mahindra & Mahindra Limited, Tech
Mahindra Limited and Mumbai Mantra Media Limited as well
as on the Advisory Boards of Corsair Capital and Spencer
Stuart, India.
Mr.Puri is a Member of the following Board Committees:
Sr.
No.
Name of the
Company
1.
Strategic Investment
Committee
Member
2.
Dr.Reddys
Laboratories Limited
Governance and
Compensation
Committee
Chairman
3.
Tech Mahindra
Limited
Audit Committee
Member
Compensation
Committee
Member
Mumbai Mantra
Media Limited
Audit Committee
Member
4.
Position
held
Mr. Puri does not hold any Ordinary (Equity) Shares in the
Company.
Dr.Vishakha N. Desai
Dr.Vishakha N. Desai is Special Advisor for Global Affairs to the
President of Columbia University and Professor of Professional
Practice at the School of International and Public Affairs.
She also serves as Senior Advisor for Global Programs to the
Solomon R. Guggenheim Foundation. From 2004 through 2012,
Dr.Desai served as President and CEO of the Asia Society, a
global organisation dedicated to strengthening partnerships
between Asia and the U.S. Under her leadership, the Society
expanded the scope and scale of its activities with the opening
of new Offices in India and Korea, a new center of U.S.China
Relations, internationally recognised education programs, and
inauguration of two new architecturally distinguished facilities
in Hong Kong and Houston.
Name of the
Company
1.
Position
held
Member
Strategic Investment
Committee
Member
2.
Colgate-Palmolive
(India) Limited
Audit Committee
Member
3.
CSR Committee
Chairman
Member
4.
Vodafone India
Limited
Remuneration
Committee
Chairman
5.
Audit Committee
Member
Mr. Mehta does not hold any Ordinary (Equity) Shares in the
Company.
2.
3.
National Stock
Exchange of India
Limited
ITC Limited
Mr.S. B. Mainak
Mr.S. B. Mainak, Managing Director of Life Insurance
Corporation of India (LIC), is a Chartered Accountant. Prior
to his joining as Managing Director, he was Executive Director
(Investment Operations) managing LICs funds of more than
Rs. 14 lakh crore. He joined LIC as a Direct Recruit Officer
(CA Batch) in the year 1983.
During his stint in LIC he has acquired a wide range of
experience working not only in Finance and Accounts, but also
in Marketing assignment as Senior Branch Manager, Divisional
Manager of Pension & Group Superannuation and in various
capacities in Investment Department and in Academics during a
stint in National Insurance Academy ("NIA"), Pune as Professor
(Life Insurance) and Head of Finance Department of NIA where
he has been instrumental in creating new teaching programs
relating to finance and investment for officials of Insurance
Companies.
He was instrumental in setting up LIC Pension Fund Company
Private Limited. During his recent stint in Investment
Department as Executive Director (Investment Operations)
there has been an appreciable increase in profits generated by
churning of Securities, including Debt and Equities and niftier
investment of funds generating improved investment yields.
He is Deputy President of Insurance Institute of India and
Member of Governing Board of NIA, Pune. He was also
appointed by the Government of India on the Board of
Satyam Computer Services Limited as Independent Director
for restructuring the company. He was on the Board of Stock
Holding Corporation of India Limited.
He has been earlier conferred with NDTV Profit Business
Leadership Award 2009, CNN-IBN Indian of the Year Award
2009 and Dataquest IT Persons of the Year 2009.
62
4.
Position
held
Member
Executive Committee
Member
Social Security
Committee
Grievance Redressal
Committee
Audit Committee
Risk Management
Committee
Committee for Approval
of Acquisition of
premises (CAAP)
CSR & Sustainability
Committee
Member
Member
Chairman
Member
Member
Member
F. Codes of Conduct
The Board has laid down two separate Codes of Conduct
(Codes), one for the Board Members and the other
for Senior Management and Employees of the Company.
These Codes have been posted on the Companys website
http://www.mahindra.com. All the Board Members and Senior
Management Personnel have affirmed compliance with these
Codes. A declaration signed by the Chairman & Managing
Director to this effect is enclosed at the end of this Report.
The Code of Conduct for the Board Members of the Company
has been amended in line with the provisions of section 166 of
the Companies Act, 2013.
The Board further has also laid down a Code for Independent
Directors, which is a guide to professional conduct for
Independent Directors of the Company pursuant to
section 149(8) and Schedule IV of the Companies Act, 2013.
G. CEO/CFO Certification
As required under Clause 49 V of the Listing Agreement with
the Stock Exchanges, the Chairman & Managing Director and
the CFO, Group CIO & Executive Vice President Group M&A
of the Company have certified to the Board regarding the
Financial Statements for the year ended 31st March, 2014.
Sitting Fees
paid for the
Board and
Committee
Meetings
held during
the year
ended
31st March,
2014
(Rs. in Lakhs)
Commission
for the year
ended 31st
March, 2014,
provided as
payable in the
accounts of
the Company
for the year
under review
(Rs. in Lakhs)
Mr.Deepak S. Parekh
2.80
24.00
1,12,180
Mr.Nadir B. Godrej
4.60
20.00
3,83,086
No. of
Ordinary
(Equity)
Shares
held as on
31st March,
2014
Mr.M. M. Murugappan
3.40
22.52
1,00,000
Mr.Bharat Doshi@
2.20
7.56
5,95,508
Mr.A. K. Nanda
2.60
24.00
2,13,058
Mr.Narayanan Vaghul
2.00
24.00
1,00,000
Dr.A. S. Ganguly$
0.80
8.88
N.A.
83,088
Mr.Keshub Mahindra@
519.95
Mr.R. K. Kulkarni
5.60*
20.00
2.00
20.00
Nil
3.25
N.A.
0.40**
6.85
Nil
Mr.Deepak S. Parekh
14.00
Mr.Anupam Puri
Mr.Nadir B. Godrej
14.00
Mrs. D. Vijayalakshmi
(Nominee of LIC)+
Mr.M. M. Murugappan
14.00
Mr.A. K. Nanda
14.00
Mr.Narayanan Vaghul
14.00
Mr.S.B. Mainak
(Nominee of LIC)++
Dr.A. S. Ganguly $
14.00
Dr.Vishakha N. Desai
0.80
20.00
Nil
Mr.R. K. Kulkarni
14.00*
2.80
20.00
Nil
Mr.Anupam Puri
14.00
Mrs. D. Vijayalaksmi^
(Nominee of LIC)
6.10#
11.77
Dr.Vishakha N. Desai
11.77
C.
Remuneration paid/payable to Managing Director and Executive Director (Whole-time Directors)
for the year ended 31st March, 2014
Remuneration to Whole-time Directors is fixed by the Governance, Nomination and Remuneration Committee (earlier known as
Governance, Remuneration and Nomination Committee) which is subsequently approved by the Board of Directors and Shareholders
at a General Meeting.
Following is the remuneration paid/payable to the Whole-time Directors during the year ended 31st March, 2014:
Directors
(Rs. in Lakhs)
Salary*
Contract
Period
Mr.Anand
G. Mahindra
(Chairman
& Managing
Director)
125.47
243.94
32.93
116.32
Mr.Bharat
Doshi
(Executive
Director &
Group Chief
Financial
Officer up
to the close
of working
hours on 13th
November,
2013)
286.27
107.84
19.41
308.02
67.79
97.04
17.47
54.04
Dr.Pawan
Goenka
(Executive
Director
with effect
from 23rd
September,
2013)
*
Total
721.54 28th
August,
2012 to 13th
November,
2013
236.34 23rd
September, 2013
to 22nd
September,
2018+
Nil
June, October,
2005
2005
September, 2006
Nil
Nil
Nil
Nil
Nil
Nil
1,00,000 10,000
11,345
8,362
29,039
71,080
11,345 12,543
37,336
71,080
25,290
7,500
15,000
Includes Gratuity.
Notes:
a.
b.
Employee Stock Options and Commission are the only components of remuneration that are performance-linked. All other components
are fixed.
64
Number of Meetings
attended
5
Mr.Nadir B. Godrej
Mr.M. M. Murugappan
Mr.R. K. Kulkarni
Mr.Bharat Doshi*
65
B. G
overnance, Nomination and Remuneration
Committee (earlier known as Governance,
Remuneration and Nomination Committee)
The Governance, Nomination and Remuneration Committee
(earlier known as Governance, Remuneration and Nomination
Committee) has been vested with the authority to, inter alia,
recommend nominations for Board Membership, develop
and recommend policies with respect to composition of the
Board commensurate with the size, nature of the business and
operations of the Company, establish criteria for selection to
the Board with respect to the competencies, qualifications,
experience, track record, integrity, establish Director retirement
policies & appropriate succession plans and determine overall
compensation policies of the Company.
The Committee also administers the Companys ESOP Schemes
formulated from time to time including Mahindra & Mahindra
Limited Employees Stock Option Scheme - 2000, Mahindra
& Mahindra Limited Employees Stock Option Scheme - 2010
and take appropriate decisions in terms of the concerned
Scheme(s).
The scope of the Committee also includes review of market
practices and decide on remuneration packages applicable to
the Chairman & Managing Director, the Executive Director(s),
Presidents, etc., lay down performance parameters for the
Chairman & Managing Director, the Executive Director(s),
Presidents, etc. and review the same.
In addition to the above, the Committee would identify
persons who are qualified to become Directors and who may
be appointed in Senior Management in accordance with the
criteria laid down, recommend to the Board their appointment
and removal and shall carry out evaluation of every Directors
performance.
The Committee also formulates the criteria for determining
qualifications, positive attributes and independence of a
Director and recommend to the Board formulation of a policy,
relating to the remuneration for the Directors, Key Managerial
Personnel and other Employees.
The Committee met five times during the year under review.
The Committee Meetings were held on the following dates30th May, 2013, 13th August, 2013, 18th September, 2013,
13th November, 2013 and 28th March, 2014. The attendance at
the Meetings was as under:
Members
Number of Meetings
attended
Mr.Nadir B. Godrej
Mr.M. M. Murugappan
Mr.R. K. Kulkarni
C.
Stakeholders Relationship Committee (earlier
known as Share Transfer and Shareholders/
Investors Grievance Committee)
The Companys Stakeholders Relationship Committee (earlier
known as Share Transfer and Shareholders/Investors Grievance
Committee) functions under the Chairmanship of Mr.A. K.
Nanda, Non-Independent Non-Executive Director. Mr.Anand
G. Mahindra, Mr.Bharat Doshi and Mr.R. K. Kulkarni are also
Members of the Committee. Mr.Narayan Shankar, Company
Secretary is the Compliance Officer of the Company.
The Committee meets, as and when required to, inter alia,
deal with matters relating to transfer/transmission of shares
and monitor redressal of the grievances of the security holders
of the Company relating to transfers, non-receipt of Balance
Sheet, non-receipt of dividends declared, etc. With a view to
expedite the process of share transfers, necessary authority
has been delegated to the Committee to approve transfers
of more than 10,000 Ordinary (Equity) Shares per transfer as
well as approve transfer of Ordinary (Equity) Shares where the
transferee holds 2,00,000 or more Ordinary (Equity) Shares in
your Company. The Committee is also authorised to approve
request for issue of duplicate share certificates.
The Committee met two times during the year. Both the
Meetings were well attended by its Members. During the
year, 25 complaints were received from the Shareholders, all
of which have been attended to/resolved to date. As of date,
there are no pending share transfers pertaining to the year
under review.
66
V. Subsidiary Companies
Clause 49 of the Listing Agreement defines a material
non-listed Indian subsidiary as an unlisted subsidiary,
incorporated in India, whose turnover or net worth (i.e. paidup capital and free reserves) exceeds 20% of the consolidated
turnover or net worth respectively, of the listed holding
company and its subsidiaries in the immediately preceding
accounting year.
67
Under this definition, the Company did not have any material
non-listed Indian subsidiary during the year under review.
The Subsidiaries of the Company function independently, with
an adequately empowered Board of Directors and adequate
resources. For more effective governance, the Minutes of
Board Meetings of Subsidiaries of the Company are placed
before the Board of Directors of the Company for their review
at every quarterly Meeting.
VI. Disclosures
A. Disclosure of transactions with Related Parties
During the Financial Year 2013-14, there were no materially
significant transactions or arrangements entered into between
the Company and its Promoters, Directors or the Management,
Subsidiaries or Relatives, etc. that may have potential conflict
with the interests of the Company at large. Further, details of
related party transactions are presented in Note Number 42
to Annual Accounts in the Annual Report.
B.
Disclosure of Accounting Treatment
preparation of Financial Statements
in
1. BSE
: 500520
2. NSE
: M&M
3.
Demat International
Securities Identification
Number (ISIN) for
Ordinary (Equity) Shares : INE101A01026
4.
GDRs, Luxembourg
Stock Exchange (ISIN) : USY541641194
II Debentures
1. BSE Scrip Code
: 949342
Scrip ID
: 955MML2063
2.
Demat International
Securities Identification
Number (ISIN)
: INE101A08070
7B. Corporate Identity Number
: L65990MH1945PLC004558
8. Stock Performance
The performance of the Companys shares relative to the BSE Sensitive Index is given in the chart below:
M&M on BSE
BSE Sensex
25,000
1200
M&M ON BSE
1000
20,000
800
15,000
600
10,000
400
BSE SENSEX
5,000
200
0
Apr 13
May 13
Jun 13
Jul 13
Aug 13
Sep 13
Oct 13
Nov 13
Dec 13 Jan 14
Feb 14
Mar 14
The performance of the Companys shares relative to the NSE S&P CNX Nifty Index is given in the chart below:
M&M on NSE
NSE Nifty
8000
1200
7000
1000
800
5000
600
4000
NSE NIFTY
6000
M&M ON NSE
3000
400
2000
200
1000
0
0
Apr 13
May 13
Jun 13
Jul 13
Aug 13
Sep 13
Oct 13
Nov 13
Dec 13 Jan 14
Feb 14
Mar 14
69
Equity Shares
BSE Limited
GDRs
HIGH
LOW
HIGH
LOW
HIGH
LOW
Rs.
Rs.
Rs.
Rs.
US$
US$
April, 2013
930.70
809.00
931.75
808.95
17.17
14.89
May, 2013
1026.45
910.10
1026.00
912.40
17.99
17.09
June, 2013
999.90
907.40
1000.75
904.00
17.42
15.02
July, 2013
992.50
862.80
994.30
862.40
16.52
14.69
August, 2013
922.50
741.50
923.15
740.15
14.41
11.29
September, 2013
891.40
749.00
892.00
747.20
14.05
11.37
October, 2013
908.00
822.25
907.80
821.35
14.68
13.33
November, 2013
965.00
860.25
965.10
840.00
15.37
13.75
December, 2013
979.00
925.10
979.10
923.00
15.82
15.03
January, 2014
958.75
851.00
959.00
849.95
15.02
13.75
February, 2014
975.00
847.00
978.90
846.60
15.77
13.66
March, 2014
1054.00
940.70
1054.90
940.20
16.79
15.34
: sharepro@shareproservices.com
The Registrar and Transfer Agents also have an
office at:
70
Trading in Ordinary (Equity) Shares of the Company
through recognised Stock Exchanges is permitted only in
dematerialised form.
Number
of
Shareholders
Number
of Shares
held
% of
Shareholding
1,57,719
1,61,23,401
2.62
Tel. No. : +91-22-67720400/300
Fax No. : +91-22-28591568
Email : sharepro@shareproservices.com
1001 to 2000
4,324
62,68,742
1.02
2001 to 10000
3,825
1,56,14,020
2.54
10001 to 20000
433
59,45,302
0.96
775
57,19,40,919
92.86
1,67,076
61,58,92,384
100.00
1 to 1000
Total
Your Company can also be visited at its website:
http://www.mahindra.com
71
Date
Time
2011
8 August, 2011
3.30 p.m.
Revision in the scale of salary payable to Mr.Anand G. Mahindra as the Managing Director
of the Company designated as Vice - Chairman and Managing Director and revision in
the scale of salary and basic salary payable to Mr.Bharat Doshi as the Executive Director
designated as Executive Director & Group Chief Financial Officer with effect from
1st August, 2010 for the remainder of their respective terms of Office.
2012
3.30 p.m.
1.
2.
3.
2013
th
3.30 p.m.
The above Meetings were held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines),
Mumbai - 400 020.
No Extraordinary General Meeting was held during the past 3 years. No Special Resolution(s) requiring a Postal Ballot was
passed last year or is being proposed at the ensuing Annual General Meeting.
2. Details of non-compliance etc.
Your Company has complied with all the requirements of
regulatory authorities. During the last three years, there
were no instances of non-compliance by the Company and
no penalty or strictures were imposed on the Company by
the Stock Exchanges or SEBI or any statutory authority, on
any matter related to the capital markets.
3. Means of Communication
Your Company has complied with all the mandatory
requirements of Clause 49 of the Listing Agreement
relating to Corporate Governance.
The Companys results and official news releases
are
displayed
on
the
Companys
website
http://www.mahindra.com
72
Your Company has set up the Governance,
Nomination and Remuneration Committee (earlier
known as Governance, Remuneration and Nomination
Committee) long before application of Clause 49 of
the Listing Agreement.
b. Audit Qualifications
During the year under review, there is no audit
qualification in your Companys standalone financial
statements. Your Company continues to adopt best
practices to ensure regime of unqualified financial
statements.
c. Whistle Blower Policy
The Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
wherein the Employees are free to report illegal
or unethical behaviour, actual or suspected fraud
or violation of the Companys Codes of Conduct
or Corporate Governance Policies or any improper
activity to the Chairman of the Audit Committee of the
Company or Chairman of the Company or Corporate
Governance Cell. The Whistle Blower Policy has been
appropriately communicated within the Company.
Under the Whistle Blower Policy, the confidentiality
of those reporting violation(s) is protected and
they are not subject to any discriminatory practices.
No personnel has been denied access to the Audit
Committee.
Further, the Whistle Blower Policy has been amended
to make it applicable to both the Directors and
the Employees of the Company alike, to facilitate
implementation of Vigil Mechanism. The Policy
Anand G. Mahindra
Chairman & Managing Director
CERTIFICATE
To
The Members of
Mahindra & Mahindra Limited
We have examined the compliance of conditions of Corporate Governance by Mahindra & Mahindra Limited ("the Company") for
the year ended 31st March, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges
in India.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
74
Business
Responsibility
Report
for the year 2013-14
3. Registered address
: Gateway Building,
Apollo Bunder,
Mumbai - 400 001
4. Website
: www.mahindra.com
5. E-mail id
: investors@mahindra.com
: 01.04.2013 to 31.03.2014
7.
Sector(s) that the Company is engaged in (industrial
activity code-wise):
Description
Class
Sub-class
291
2910
2821
28211, 28212
2824
28243
Automotive
282
: 307.95 crores
: 41,226.49 crores
: 0.87%
a. Education
b. Health
c. Green Cover
d. Relief and
Rehabilitation
8.
List three key products/services that the Company
manufactures/provides (as in balance sheet):
Yes. The Company has 120 subsidiary companies as on
31st March, 2014.
i.
Passenger Vehicles (Utility Vehicles, Multi Purpose
Vehicles and Cars)
iii. Tractors
i.
Yes. Every year the Company releases a Sustainability
Report as per the GRI framework which is externally
assured. The Company has a Code of Conduct for Employees
and Directors as well as a set of Governance Policies. This
Code is followed by the Subsidiary Companies also with
modifications depending on the business requirement of
77
S. Particulars
No.
1.
2.
Name
3.
Designation
4. Telephone
Number
5.
e-mail ID
2.
Principle-wise
(Reply in Y/N)
(as
+9122 24975192
+9122 24901441 Extn. 5594
DUBEY.RAJEEV@mahindra.com
per
NVGs)
BR
Policy/policies
Section D: BR Information
1. Details of Director/Directors responsible for BR
a.
Details of the Director/Director responsible for
implementation of the BR policy/policies
DIN
78
Details
b.
Details of the BR Head
Number
: 00254502
Name
Designation
P1:
Sr.
No.
Questions
1.
P2:
P3:
P4:
Ethics
Product
Wellbeing Responsiveness
and
Responsibility
of
to
employees Stakeholders
Transparency
P5:
P6:
P7:
P8:
P9:
Respect
Human
Rights
Environmental
Responsibility
Public
policy
advocacy
Support
inclusive
growth
Engagement
with
Customers
Note 1
2.
4.
5.
6.
3.
Note 2
NA
Note 3
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
7.
8.
9.
NA
10.
Note 5
Note 3
Note 1 The Company complies with consumers awareness through appropriate product labelling and operator manual & instructions which
ensure safe usage by the customer. However, Companys current control is limited till warranty period. The Company is in the process of
addressing this by appropriate communication to all value chain members for their responsibilities.
Note 2 While there is no formal consultation with all stakeholders, the relevant policies have evolved over a period of time by taking inputs
from concerned internal stakeholders.
Note 3 This question is not applicable for influencing public and regulatory policy.
Note 4 It has been Companys practice to upload all policies on the intranet site for the information and implementation by the internal
stakeholders. The Code of Conduct for Directors, the Code of Conduct for Senior management and Employees, Business Responsibility
Policy and CSR Policy is available on the website http://www.mahindra.com/Investors/Mahindra-and-Mahindra/Governance and http://
www.mahindra.com/How-We-Help
Note 5 The Company has a Whistle Blower Policy to address all grievances including those related to human rights. The Corporate Governance
Cell deals with all governance issues related to Company.
79
3. Governance Related to BR
Mahindra Group Sustainability Report as per the GRI
framework is published annually. All Sustainability
Reports from 2007-08 till 2012-13 are GRI compliant
and are accessible on the Company website at the
http://www.mahindra.com/How-We-Help/
hyperlink
Environment/Sustainability
The Sustainability Report for 2013-14 is under
preparation and will be uploaded on the website of the
Company in due course of time.
Low
friction
lubricants
are
introduced on all UV models and
selected pick up models to get
Fuel Efficiency benefit by 34%
& enhanced oil drain period thus
reducing the raw material use
and reducing the use of lubricants
during life span of vehicle.
Fuel
Smart
technology
was
introduced in small commercial
vehicle segment to reduce fuel
consumption and emissions. Small
transport vehicles with enhanced
load
carrying
capacity
for
encouraging self-employment and
better livelihood for rural as well as
semi-urban people.
i.
Reduction during sourcing/production/distribution
achieved since the previous year throughout the
value chain?
For the above mentioned products, there is no
explicit tracking mechanism in respect of resource
use. However, the resource use for entire portfolio is
tracked and monitored. Since the products portfolio
is distributed across various manufacturing locations
of the Company, the resource use is monitored per
unit of equivalent vehicle or equivalent tractor
manufactured. The performance for current and
previous year on Specific Energy Consumption, GHG
Emissions and Specific Water Consumption during
production is appended below, which is as reported
in the Group Sustainability Reports for 2012-13 and
2013-14:
Resource Use
Divisions
Automotive
Specific Energy
Consumption
Farm Division
(Including
Swaraj)
Automotive
Farm Division
(Including
Swaraj)
Automotive
Specific Water
Consumption
Farm Division
(Including
Swaraj)
Unit of
Measurement
GJ / Equivalent
Vehicles
GJ / Equivalent
Tractors
tCO2 / Equivalent
Vehicles
tCO2 / Equivalent
Tractors
KL / Equivalent
Vehicles
KL / Equivalent
Tractors
Current
Year
2013-14
Previous
Year
2012-13
2.290
2.524
1.374
1.762
0.361
0.377
0.221
0.269
2.441
2.698
1.603
1.815
3.
Does the Company have procedures in place for
sustainable sourcing (including transportation)?
ompliance
C
guidelines.
Total cost.
on
environment,
health
&
safety
81
T
he purchasing group has a standard practice of sharing its
annual plans and next two years tentative plans with its
key suppliers through communication meets and supplier
business reviews.
82
1.
Child labour/forced
labour/involuntary labour
2.
Sexual harassment
3.
Discriminatory
employment
No. of
No. of
complaints
complaints
pending as
filed during
the financial on end of the
financial year
year
NIL
NIL
NIL
NIL
NIL
8.
What percentage of your under mentioned employees
were given safety & skill up-gradation training in the
last year?
Permanent
Employees: 83.39%
Permanent
Suppliers/Contractors/NGOs/Others?
Casual/Temporary/Contractual
Employees
Employees: 64.86%
The Business Responsibility Policy covers the aspects on
Human Rights for the Company.
2. How many stakeholder complaints have been received in
the past financial year and what percent was satisfactorily
resolved by the management?
The Company has rolled out a Policy for prevention
1.
Has the Company mapped its internal and external
stakeholders? Yes/No
Yes
2.
Out of the above, has the Company identified the
disadvantaged, vulnerable & marginalized stakeholders?
Yes
3.
Are there any special initiatives taken by the Company
The
for
Company
has
improving
designed
the
products
livelihood
and
specifically
encouraging
farmers.
The
Integrated
Watershed
The
Green
Supply
Chain
Management
policies.
83
Energy Savings:
Change
Reduction
Installation
Waste Reduction:
Use
Application
Recycling
Rationalisation
Water Saving:
Reduction
Reuse
Recycling
and
assess
potential
4.
Does the Company have any project related to Clean
Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if Yes, whether any
environmental compliance report is filed?
Application
3.
Does the Company identify
environmental risks? Y/N
Use
Relining
84
int/ProgrammeOfActivities/poa_db/4Z28CN6S0DEB5F1PLIX
AY9W3GMRUOQ/view
5.
Has the Company undertaken any other initiatives on
clean technology, energy efficiency, renewable
energy, etc? Y/N. If yes, please give hyperlink for
web page etc.
6.
Are the Emissions/Waste generated by the Company
within the permissible limits given by CPCB/SPCB for the
financial year being reported?
Yes
g.
National Human Resource Development Network
(NHRDN)
i.
j.
2.
Are the programmes/projects undertaken through inhouse team/own foundation/external NGO/government
structures/any other organization?
Programs/projects are undertaken through a combination
of in-house teams, under the employee volunteerism
(ESOPS), through its own Foundations namely K. C.
Mahindra Education Trust & Mahindra Foundation and in
collaboration with recognized and reputed NGOs
3. Have you done any impact assessment of your initiative?
Impact assessment of large initiatives like Project Nanhi
Kali and Mahindra Pride School are undertaken from time
to time.
In addition, this year the Company has also carried out
impact assessments for the following 4 programs:
d.
Bandhan designed to offer a holistic mother &
child health.
85
a.
Education (Nanhi Kali, Mahindra Pride Schools,
Scholarships & Grants, Mumbai Public Schools)
b.
Health (Lifeline Express, Aids Awareness, Blood
Donation/Antenatal Camps)
5.
Have you taken steps to ensure that this community
development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
a.
Project Nanhi Kali, besides providing academic and
material support to the girls, also has a social support
component through which parents, teachers and
village elders are counselled on the importance of girls
education in particular and other gender related issues
in general. Of the 91537 Nanhi Kalis whose education
was supported during the Financial Year 2013-14, the
Mahindra Group supported the education of 36248
Nanhi Kalis.
Alumni of the Mahindra Pride Schools, become
mentors for new students and spread awareness of the
initiative in their respective localities participating in
the Road Shows community enrollment drives. During
the Financial Year 2013-14, 2233 students were trained
at 5 Mahindra Pride Schools (Pune, Chennai, Patna,
Chandigarh and Srinagar). 100% of students have been
placed with lucrative jobs, with a total of 8677 youth
being placed since inception of the school.
The Mahindra Group supported 28 Mumbai Public
Schools (BMC English medium schools run by Naandi
Foundation) enabling 12,174 children access quality
education. In the last financial year the project
witnessed some noteworthy impact including 13%
increase in enrollment numbers, 50% increase in
government teacher recruitment and formation of
24 School Management Committees (SMCs).
b.
The lifeline express program is conducted in
collaboration with local governments and communities
and spreads awareness on the importance of improved
86
c.
The Project Hariyali program not only adds green
cover, but also enhances the livelihood of tribals in
areas where mass plantation is undertaken.
Consumer Cases
Auto Division
2.7%
32.0%
Farm Division
3.3%
39.6%
7.8%
49.6%
2.
Does the Company display product information on
the product label, over and above what is mandated
as per local laws? Yes/No/N.A./Remarks(additional
information)
Yes. In addition to mandatory requirements, the Company
also provides service and safety labels as deemed
appropriate. e.g. product fuel economy data displayed for
each variant at selling points (Dealership).
3.
Is there any case filed by any stakeholder against
the Company regarding unfair trade practices,
irresponsible
advertising
and/or
anti-competitive
behavior during the last five years and pending as on end
of financial year. If so, provide details thereof, in about 50
words or so.
Yes. There are cases filed against the Company on
2 matters alleging unfair trade practice and 1 matter
alleging anti-competitive activity which are pending as on
the end of the financial year.
In another matter pertaining to unfair trade practice,
the allegation is from an automotive dealer who has
alleged that his dealership has been terminated forcibly
and fraudulently by the Company. The complainant has
quantified his claims with interest under various heads
viz. Sales promotion, Warranty claims, free servicing, idle
wages of employees, electricity bills and also claimed
expenditure on construction of workshop, compensation
for loss and litigation etc. However, Honble Competition
Appellate Tribunal (COMPAT) has now restricted the scope
of the application only to non-grant of Scorpio dealership
and currently the cross examination of the complainant is
in progress.
4.
Did your Company carry out any consumer survey/
consumer satisfaction trends?
Yes, through
J.
MQRS
TNS
87
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
7105
5821
5088
3904
3703
3214
2361
1871
1555
1475
11380
11834
10297
8913
6398
5786
4215
2238
1669
1190
(3)
18
Inventories
2804
2420
2358
1694
1189
1061
1084
878
879
760
Trade Receivable/Debtors
2510
2208
1929
1260
1258
1044
1005
701
638
512
7490
5171
4098
3753
3599
2959
1555
2169
1232
1028
13
14
18
18
24
Borrowings
3745
3227
3174
2321
2880
4053
2587
1636
883
1052
9863
8953
7964
6535
5197
4798
3240
2666
2052
1760
890
615
527
355
240
(18)
57
20
147
190
Equity Capital
295
295
295
294
283
273
239
238
233
112
16496
14364
11810
10019
7544
4989
4111
3315
2676
1875
Net Worth
16791
14659
12105
10313
7827
5262
4350
3553
2909
1987
284.26
248.14
205.32
175.43 @138.10
192.12
180.87
147.98 *123.29
174.46
@ Book Value Per Share is shown after giving effect to the sub division of each Ordinary (Equity) Share of the face value Rs. 10
each fully paid up into two Ordinary (Equity) Shares of Rs. 5 each fully paid up in March, 2010.
* Book Value Per Share is shown after giving effect to a 1:1 bonus issue in September, 2005.
Book Value Per Share is calculated after reducing Misc. Expenditure not written off and Revaluation Reserve from Net Worth.
88
Summary of Operations
Rupees crores
As per Revised Schedule VI
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
Income
43838
43962
34820
25989
20724
15072
13301
11645
9496
7840
Materials
29432
30425
23500
16264
12333
9274
7726
6828
5714
4603
2612
2972
2501
2095
1807
1587
1584
1335
1136
1055
Personnel
2164
1866
1701
1432
1198
1025
868
666
553
465
Finance Costs/Interest
259
191
163
72
157
134
87
20
27
30
863
711
576
414
371
292
239
209
200
184
4191
3441
2881
2310
2102
1734
1563
1271
977
803
52
91
108
118
91
10
173
122
210
14
4369
4447
3606
3520
2847
1036
1407
1438
1099
714
611
1094
727
858
759
199
304
351
242
201
31
(19)
3758
3353
2879
2662
2088
868
1103
1068
857
513
#+966
+894
+869
+803
+624
+312
+321
+325
+278
+172
280
260
250
230
190
100
115
115
100
130
63.67
56.85
48.97
46.21
37.97
15.92
23.12
22.58
19.04
11.52
Other Expenses
Exceptional items
Profit before tax for the year
Tax for the year
Adj. pertaining to Prev. Years
Balance profit
Dividends
Equity Dividend (%)
Earnings Per Share (Rupees)
Vehicles produced/
purchased
(Units)
506035
555510
474145
355500
284516
201993
196956
169557
148213
148025
Vehicles sold
(Units)
507176
551469
469345
354073
282119
206688
195077
169679
147591
145024
Tractors produced
(Units)
277425
219893
246475
216388
173276
119098
98917
103847
87075
67115
Tractors sold
(Units)
268487
224844
236666
214325
175196
120202
99042
102531
85029
65390
# Proposed Dividend.
+ Including Income-tax on Proposed Dividend/Dividends.
Profit of Mahindra Holdings and Finance Limited for the period 1st February, 2008 to 31st March, 2008.
89
Financial Highlights
45000
Net Income
40000
0.60
40990
4000
32319
0.50
Times
Net Income
30000
0.37
0.29
0.30
0.24
0.23
3758
3353
2879
2500
2662
18930
2000
2088
0.24
1500
1500
0.20
1000
0.10
1000
500
500
0.00
FY2010
FY2011
FY2012
FY2013
0
FY2010
FY2014
3500
3000
23894
25000
20000
4500
PAT
35000
0.40
41226
PAT
0.70
FY2011
FY2012
FY2013
FY2014
70.00
63.67
60.00
48.97
EPS (Rs.)
50.00
40.00
Others
0.1%
56.85
Farm
Equipment
35.4%
46.21
37.97
30.00
20.00
10.00
Automotive
64.5%
0.00
FY2010
90
FY2011
FY2012
FY2013
FY2014
Opinion
1.
We have audited the accompanying financial statements of
Mahindra & Mahindra Limited (the Company), which comprise
the Balance Sheet as at 31stMarch, 2014, the Statement of Profit
and Loss and the Cash Flow Statement for the year then ended,
and a summary of the significant accounting policies and other
explanatory information.
5. In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of
the Company as at 31stMarch, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit
of the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of
the Company for the year ended on that date.
(a)
We have obtained all the information and explanations
which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(c) The Balance Sheet, the Statement of Profit and Loss, and
the Cash Flow Statement dealt with by this Report are in
agreement with the books of account;
(d) In our opinion, the Balance Sheet, the Statement of Profit
and Loss, and the Cash Flow Statement comply with the
Accounting Standards notified under the Act (which
continue to be applicable in respect of Section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013
dated 13thSeptember, 2013 of the Ministry of Corporate
Affairs);
Shyamak R Tata
Partner
(Membership No. 38320)
93
(a)
The particulars of contracts or arrangements referred to
in Section301 that needed to be entered in the Register
maintained under the said Section have been so entered.
(b) The fixed assets have not been physically verified by the
Management during the year but the Company has a
system of verifying the fixed assets once in every three
years. In our opinion the frequency of verification is at
reasonable intervals.
ii.
(a)
A s explained to us, the inventories were physically
verified during the year by the Management at reasonable
intervals.
(b)
In our opinion and according to the information and
explanations given to us, the procedures of physical
verification of inventories followed by the Management
were reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c)
In our opinion and according to the information and
explanations given to us, the Company has maintained
proper records of its inventories and no material
discrepancies were noticed on physical verification.
iii. The Company has neither granted nor taken any loans, secured
or unsecured, to/from companies, firms or other parties covered
in the Register maintained under Section 301 of the Companies
Act, 1956.
iv. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some
of the items are of special nature and suitable alternative
sources are not readily available for obtaining comparable
quotations, there is an adequate internal control system
commensurate with the size of the Company and the nature
of its business with regard to purchase of inventories and fixed
assets and for the sale of goods and services. During the course
of our audit, we have not observed any major weakness in such
internal control system.
94
vi. In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions
of Sections 58A and 58AA or any other relevant provisions of
the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975 with regard to the deposits accepted from
the public. According to the information and explanations given
to us, no Order has been passed by the Company Law Board or
the National Company Law Tribunal or the Reserve Bank of India
or any Court or any other Tribunal.
vii.
In our opinion, the Company has an adequate internal audit
system commensurate with the size of the Company and the
nature of its business.
We have broadly reviewed the cost records maintained by
viii.
the Company, as prescribed by the Central Government under
Section 209(1)(d) of the Companies Act, 1956 and are of the
opinion that, prima facie, the prescribed cost records have been
maintained and are being made up. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
ix. According to the information and explanations given to us, in
respect of statutory dues:
(a)
The Company has generally been regular in depositing
undisputed statutory dues, including Provident Fund,
Investor Education and Protection Fund, Employees State
Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Cess and other material statutory
dues applicable to it with the appropriate authorities.
(c) As at 31stMarch, 2014, the following are the particulars of dues on account of Income-Tax, Sales Tax, Service Tax, Wealth Tax, Customs
Duty, Excise Duty and Cess that have not been deposited on account of any dispute:
Name of Statute
Nature of Dues
Income-Tax Laws
Income-Tax
2009-2010
27.32
1999-2012
49.95
High Court
1987-2008
181.78
1987-2011
4.03
1997-2013
42.48
2001-2009
27.48
2007-2012
23.73
Supreme Court
1991-1996
538.56
High Court
2007-2008
32.48
1990-2012
749.80
2002-2013
18.95
High Court
1996-2001
1.49
2008-2009
1.14
Sales Tax
Service Tax
Excise Duty
Customs Duty
Amount involved
(Rs. in crores)
xv. During the year the Company has not made any preferential
allotment of shares to parties and companies covered in the
register maintained under Section301 of the Companies
Act, 1956.
xi. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of
dues to financial institutions, banks and debenture holders.
xvi.
During the
debentures.
year,
Company
had
issued
unsecured
xvii. The Company has not raised any money by public issue during
the year.
xviii. To the best of our knowledge and according to the information
and explanations given to us, no fraud by the Company and
no significant fraud on the Company has been noticed or
reported during the year.
xiii. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes
for which they were obtained.
xiv. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet,
we report that funds raised on short term basis, have not been
used during the year for long-term investment.
the
Shyamak R Tata
Partner
(Membership No. 38320)
95
Balance Sheet as at 31
st
March, 2014
Rupees crores
Note
I.
CURRENT LIABILITIES :
(a) Short Term Borrowings....................................................................
(b) Trade Payables..................................................................................
(c) Other Current Liabilities..................................................................
(d) Short Term Provisions......................................................................
2
3
2014
295.16
16,496.03
295.16
14,363.76
16,791.19
4
5
6
7
3,744.42
889.65
586.27
510.33
0.74
6,068.80
1,133.56
1,563.69
Total..............
II. ASSETS
NON CURRENT ASSETS :
(a) Fixed Assets
Tangible Assets.................................................................................
Intangible Assets..............................................................................
Capital Work-in-Progress.................................................................
Intangible Assets Under Development..........................................
CURRENT ASSETS :
(a) Current Investments.........................................................................
(b) Inventories.........................................................................................
(c) Trade Receivables.............................................................................
(d) Cash and Bank Balances..................................................................
(e) Short Term Loans and Advances.....................................................
(f) Other Current Assets.......................................................................
12 (A)
12 (B)
13 (A)
14
15
4,644.28
54.63
5,579.71
1,052.17
1,463.88
8,766.79
8,150.39
31,288.65
27,453.59
5,706.30
170.65
394.86
833.58
4,751.06
206.80
495.54
367.94
7,105.39
9,787.73
3,018.12
88.49
5,821.34
10,571.50
2,087.47
29.85
19,999.73
13 (B)
16
17
18
19
20
14,658.92
3,172.44
614.85
415.40
441.59
5,730.67
8
9
10
11
2013
1,592.12
2,803.63
2,509.84
2,950.39
945.83
487.11
Total..............
18,510.16
1,261.96
2,419.77
2,208.35
1,781.41
763.40
508.54
11,288.92
8,943.43
31,288.65
27,453.59
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
st
March, 2014
Rupees crores
Note
Gross Revenue from Sale of Products and Services......................................
Less : Excise Duty..............................................................................................
21
2014
2013
42,575.04
2,611.68
42,874.61
2,971.49
39,903.12
538.04
21
39,963.36
545.14
21
22
40,508.50
717.99
40,441.16
549.17
41,226.49
40,990.33
23
24
21,630.08
8,076.92
20,749.87
9,752.68
25
26
27
28
29
(274.67)
2,163.72
259.22
863.34
4,294.28
(78.03)
1,866.45
191.19
710.81
3,524.01
37,012.89
103.04
36,716.98
83.12
Total Expenses...................................................................................................
Profit Before Exceptional Item and Tax..........................................................
Add : Exceptional Items...................................................................................
36,909.85
4,316.64
52.79
36,633.86
4,356.47
90.62
4,369.43
4,447.09
Total Revenue....................................................................................................
Expenses :
Cost of Materials Consumed............................................................................
Purchases of Stock-in-Trade..............................................................................
Changes in Inventories of Finished Goods, Work-in-Progress,
Stock-in-Trade and Manufactured Components............................................
Employee Benefits Expense..............................................................................
Finance Costs.....................................................................................................
Depreciation and Amortisation Expense........................................................
Other Expenses..................................................................................................
39
837.95
488.15
933.21
349.80
261.28
933.21
161.06
611.08
1,094.27
3,758.35
3,352.82
63.67
61.07
56.85
54.61
40
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
Rupees crores
2014
2013
4,316.64
4,356.47
863.34
(70.04)
(599.48)
259.22
56.14
7.19
0.69
(2.79)
3.57
710.81
(33.37)
(371.51)
191.19
67.06
17.04
(62.62)
(10.20)
(1.84)
517.84
506.56
4,834.48
4,863.03
Changes in :
Trade and other receivables..................................................................................................................
Inventories...............................................................................................................................................
Trade and other payables......................................................................................................................
(445.91)
(270.18)
503.47
(784.83)
(62.74)
1,003.48
(212.62)
155.91
4,621.86
(894.22)
5,018.94
(873.23)
3,727.64
4,145.71
(1,704.30)
(1,435.62)
26.71
46.32
(1,411.65)
(1,172.17)
(4.22)
(4.08)
(58,102.41)
(40,593.17)
1,165.02
10.02
2.53
57,837.74
40,484.34
Interest received........................................................................................................................................
228.46
142.69
Dividends received.....................................................................................................................................
298.33
182.53
(1,730.75)
(724.18)
1,121.27
160.56
(1.45)
(1.71)
(1,146.09)
(936.23)
956.85
860.22
Loan given..................................................................................................................................................
(112.70)
55.75
Exceptional Items :
106.34
92.02
(2,407.08)
(2,895.95)
98
(contd.)
Rupees crores
2014
2013
183.90
620.40
227.48
(473.99)
(380.73)
0.05
(0.17)
Dividends paid [including income-tax on dividends Rs. 93.46 crores (2013 : Rs. 101.13 crores)].....
(893.51)
(866.97)
(260.78)
(201.50)
(823.93)
(1,221.89)
496.63
27.87
1,163.96
1,136.11
45.02
(0.02)
1,705.61
1,163.96
99
2013
1. The above Cash Flow Statement has been prepared under the indirect method as set out in
Accounting Standard 3 Cash Flow Statement
2.
1,705.61
1,163.96
(0.04)
1,705.57
1,163.96
1244.82
617.45
2,950.39
1,781.41
3.
(a) Pursuant to the Scheme of Arrangement (The Scheme) between Mahindra Trucks and
Buses Limited (MTBL), a subsidiary of the Company, and the Company, as sanctioned by
Honourable High Court of Bombay vide its order dated 7thMarch, 2014, the entire assets
and liabilities, duties and obligations of the Trucks business of MTBL was transferred
to and vested in the Company, from 1stApril, 2013 (the appointed date) at the values
indicated below :
(i)
Loan Funds..............................................................................................................................
246.43
(ii)
Other Liabilities......................................................................................................................
343.16
519.54
(iv)
Investments.............................................................................................................................
5.00
(v)
Other Assets...........................................................................................................................
257.53
(i)
Other Liabilities......................................................................................................................
5.89
3.97
(iii)
Other Assets...........................................................................................................................
15.16
(i)
Other Liabilities......................................................................................................................
2.07
3.31
(iii)
Other Assets...........................................................................................................................
12.24
(b) The Company has transferred certain assets alongwith certain liabilities of its Defense
system division to a wholly owned subsidiary in the current year with effect from 1stApril,
2013. The value of the assets and liabilities of the division transferred are at the values
indicated below :
(c) The Company had transferred its Naval system division to a wholly owned subsidiary in
the previous year with effect from 1stJune, 2012. The value of the assets and liabilities of
the division transferred are at the values indicated below :
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
The financial statements are prepared in accordance with the generally accepted accounting principles in India and comply with the
Accounting Standards notified under the Companies Act, 1956 and the relevant provisions thereof.
(a) (i) Tangible assets are carried at cost less depreciation except as stated in (ii) below. Cost includes financing cost relating to
borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date the assets are
ready for use. Where the acquisition of depreciable tangible assets are financed through long term foreign currency loans
(having a term of 12 months or more at the time of their origination) the exchange differences on such loans are added to or
subtracted from the cost of such depreciable tangible assets.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account
and resultant profit (including capital profit) or loss, if any, is reflected in the Statement of Profit and Loss.
(ii) Land and Buildings, had been revalued as at 31stOctober, 1984 at depreciated replacement values on the basis of a valuation
made by a firm of Chartered Surveyors and Valuers. The indices, if any, used are not stated in the valuation.
(b) (i) Leasehold land is amortised over the period of the lease.
(ii) Depreciation on assets is calculated on Straight Line Method over their estimated useful lives, or lives based on the rates
specified in Schedule XIV to the Companies Act, 1956, whichever is higher. Accordingly depreciation is provided on :
(1) Certain items of Plant and Machinery individually costing more than Rs. 5,000 over their useful lives (2years, 3years,
5years or 7years, as the case may be).
(iii) Depreciation charge for each year is after deducting the amount representing the depreciation on the increase due to
revaluation of Land and Buildings, transferred from the Revaluation Reserve.
Intangible assets are carried at cost and amortised on a Straight Line Basis so as to reflect the pattern in which the assets economic
benefits are consumed.
The expenditure incurred is amortised over the estimated period of benefit, not exceeding six years commencing with the year of
purchase of the technology.
The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period
of benefit, not exceeding five years.
The expenditure incurred is amortised over three financial years equally commencing from the year in which the expenditure
is incurred.
(d) Others :
The expenditure incurred is amortised over the estimated period of benefit, not exceeding ten years.
The carrying value of assets/cash generating units at each balance sheet date are reviewed for impairment. If any indication of
impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these
assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value
in use is arrived at by discounting the future cash flows expected to arise from the continuing use of an asset and from its disposal at
the end of its useful life to their present value based on an appropriate discount factor. When there is indication that an impairment
loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is
recognised in the Statement of Profit and Loss, except in case of revalued assets.
101
(E) Investments :
Long term investments are valued at cost. However, provision for diminution in value is made to recognise a decline other than
temporary in the value of investments. Current investments are valued at the lower of cost and fair value, determined by category of
investment.
(F) Inventories :
Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location
and condition.
Raw materials and bought out components are valued at the lower of cost or net realisable value. Cost is determined on the basis of
the weighted average method.
Finished goods produced and purchased for sale, manufactured components and work-in-progress are carried at cost or net
realisable value whichever is lower. Excise duty is included in the value of finished goods inventory.
Stores, spares and tools other than obsolete and slow moving items are carried at cost. Obsolete and slow moving items are valued at
cost or estimated net realisable value, whichever is lower.
Transactions in foreign currencies (other than firm commitments and highly probable forecast transactions) are recorded at the
exchange rates prevailing on the date of transaction. Monetary items are translated at the year-end rates. The exchange difference
between the rate prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the
end of the year (other than those relating to long term foreign currency monetary items) is recognised as income or expense, as the
case may be.
Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the acquisition
of depreciable tangible assets are added to, or subtracted from, the cost of such depreciable tangible assets and the balance
accumulated in Foreign Currency Monetary Item Translation Difference Account, under Reserves and Surplus, and amortised over the
balance term of the long term monetary item.
Any premium or discount arising at the inception of a forward exchange contract is recognised as income or expense over the life of the
contract, except where the contract is designated as a cash flow hedge.
The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and highly probable forecast transactions. The Company does not hold derivative
financial instruments for speculative purposes. The Company has applied to such contracts the hedge accounting principles set
out in Accounting Standard 30 Financial Instruments : Recognition and Measurement (AS 30) by marking them to market at each
reporting date.
Changes in the fair value of the contracts that are designated and effective as hedges of future cash flows are recognised directly
in Hedging Reserve Account and the ineffective portion is recognised in the Statement of Profit and Loss.
Sale of products and services including export benefits thereon are recognised when the products are shipped or services
rendered.
Dividend from investments are recognised in the Statement of Profit and Loss when the right to receive payment is established.
The Company, directly or indirectly through a consortium of Mahindra Group Companies, is entitled to various incentives from
government authorities in respect of manufacturing units located in developing regions. The Company accounts for its entitlement as
income on accrual basis.
Companys contributions paid/payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in
the Statement of Profit and Loss.
102
Contributions to Provident Fund are made to a Trust administered by the Company/Regional Provident Fund Commissioner and are
charged to Statement of Profit and Loss as incurred. The Company is liable for the contribution and any shortfall in interest between the
amount of interest realised by the investments and the interest payable to members at the rate declared by the Government of India in
respect of the Trust administered by the Company.
Companys liability towards gratuity, long term compensated absences, post retirement medical benefit and post retirement housing
allowance schemes are determined by independent actuaries, using the projected unit credit method. Past services are recognised on
a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised immediately
in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash
flows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds
where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined
benefit obligation.
The compensation cost of stock options granted to employees is measured by the Intrinsic Value Method. The intrinsic value, which
is the excess of the market price of the underlying equity shares as of the date of the grant over the exercise price of the option, is
recognised and amortised on straight line basis over the vesting period.
All borrowing costs are charged to the Statement of Profit and Loss except :
(i) Borrowing costs that are attributable to the acquisition or construction of assets that necessarily take a substantial period of time
to get ready for their intended use, which are capitalised as part of the cost of such assets.
(ii) Expenses incurred on raising long term borrowings are amortised over the period of borrowings. On early buyback, conversion or
repayment of borrowings, any unamortised expenditure is fully written off in that year.
In respect of warranties given by the Company on sale of certain products, the estimated costs of these warranties are accrued at the
time of sale. The estimates for accounting of warranties are reviewed and revisions are made as required.
(N) Leases :
The Companys significant leasing arrangements are in respect of operating leases for premises (residential, office, stores, godowns,
computer hardware etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years
generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged
as rent.
Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised,
subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income
that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets arising on
account of unabsorbed depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty
supported by convincing evidence that sufficient future tax income will be available against which such deferred tax assets can
be realised.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment
to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax
against which the MAT paid will be adjusted.
Segments are identified having regard to the dominant source and nature of risks and returns and internal organisation and
management structure.
Revenues and expenses have been identified to the segment based on their relationship to the business activity of the segment.
Income/Expenses relating to the enterprise as a whole and not allocable on a reasonable basis to business segments are reflected as
unallocated corporate income/expenses. Inter-segment transfers are at prices which are generally market led.
103
2.
Share Capital :
Rupees crores
2014
2013
600.00
600.00
25,00,000
Unclassified Shares of Rs. 100 each.........................................................................
25.00
25.00
625.00
625.00
307.95
306.99
2,55,69,113
(2013 : 2,36,57,485) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued
to ESOP Trust but not allotted to employees .......................................................
12.79
11.83
295.16
295.16
Authorised :
2013
No. of shares
Rupees crores
No. of shares
Rupees crores
61,39,80,756
306.99
61,39,74,839
306.99
5,917
19,11,628
0.96
61,58,92,384
307.95
61,39,80,756
306.99
2,55,69,113
12.79
2,36,57,485
11.83
59,03,23,271
295.16
59,03,23,271
295.16
Less :
(B) The Ordinary (Equity) Shares of the Company rank pari-passu in all respects including voting rights and entitlement to dividend.
(C) Details of Ordinary (Equity) Shares held by shareholders holding more than 5% of the aggregate shares in the Company :
Name of the Shareholder
104
2013
No. of shares % shareholding
7,07,60,970
11.49
6,99,86,970
11.40
7,00,77,205
11.38
6,52,03,016
10.62
5,18,35,214
8.42
5,18,35,214
8.44
3,29,49,467
5.37
2014
No. of shares % shareholding
(D)
Issued and Subscribed Share Capital includes an aggregate of 40,647 (2013 : 6,61,99,551) Ordinary (Equity) Shares of Rs. 5 each allotted as
fully paid-up pursuant to Schemes of Arrangement without payment having been received in cash, for a period of five years immediately
preceding the end of the financial year.
3.
2013
10.13
10.13
10.13
10.13
(B)
2,310.22
2,284.44
182.94
25.88
2,493.16
2,310.32
0.12
0.10
2,493.04
2,310.22
Less :
Applied, in accordance with Section 78 of the Companies Act, 1956, towards :
Writing-off of debenture issue expenses [Net of Tax of Rs. 0.06 crores (2013 :
Rs. 0.05 crores)]...............................................................................................................................
Less :
Premium on shares issued to ESOP Trust but not allotted to employees [Note 3(K)]...........
259.61
76.67
2,233.43
2,233.55
(C)
Revaluation Reserve :
Balance as at the beginning of the year......................................................................................
Less :
Adjusted against depreciation for the year.................................................................................
Adjusted in respect of revalued Land and Buildings sold/demolished....................................
10.84
10.91
0.05
0.06
0.01
10.79
10.84
(D)
General Reserve :
Balance as at the beginning of the year......................................................................................
Add :
Transfer from Surplus in Statement of Profit and Loss..............................................................
1,819.96
1,397.23
400.00
400.00
51.44
22.73
2,271.40
1,819.96
Less :
Consequent to the Scheme of Arrangement [Note 37].............................................................
565.85
1,705.55
1,819.96
Add :
Bonus shares issued to ESOP Trust but not allotted to employees [Note 3(K)]......................
1.08
1.08
1,706.63
1,821.04
* relating to shares other than those allotted by the Company to the ESOP Trust
71.43
57.14
16.79
14.29
88.22
71.43
105
3.
2013
277.98
216.29
Add :
0.52
66.29
278.50
282.58
Less :
Utilisation during the year [Net of Tax of Rs. Nil crores (2013 : Rs. 1.87 crores)]...................
147.76
4.60
130.74
277.98
*p
ursuant to Schemes of Arrangement/Amalgamation approved by the Honourable
High Court
(50.08)
(37.96)
36.01
(19.67)
(14.07)
(57.63)
Add :
Gain/(Loss) on mark to market of hedging instruments designated and effective as hedges
of future cash flows.......................................................................................................................
Less :
Deferred Tax....................................................................................................................................
(12.24)
7.55
(26.31)
(50.08)
244.15
257.77
39.40
46.61
283.55
304.38
106
Add :
Less :
25.88
51.44
22.73
9.00
11.62
223.11
244.15
Less :
84.41
112.69
138.70
131.46
* relating to shares other than those allotted by the Company to the ESOP Trust
3.
2013
(94.51)
(66.40)
(92.45)
(56.34)
(186.96)
(122.74)
Add :
Less :
65.95
28.23
(121.01)
(94.51)
9,951.92
7,904.54
3,758.35
3,352.82
13,710.27
11,257.36
Add :
Less :
16.79
14.29
400.00
400.00
Proposed Dividend [Rs. 14.00 per share (2013 : Rs. 13.00 per share)].....................................
862.25
798.17
103.56
92.98
2.48
0.48
12,324.71
9,951.92
16,496.03
14,363.76
(K) The Guidance Note on Accounting for Employee Share-based Payments issued by The Institute of Chartered Accountants of India requires
that shares allotted to a Trust but not transferred to employees be reduced from Share Capital and Reserves and Surplus. Accordingly,
the Company has reduced the Share Capital by Rs. 11.71 crores (2013 : Rs. 10.75 crores) and Securities Premium Account by Rs. 259.61
crores (2013 : Rs. 76.67 crores) for the 2,34,16,888 shares of Rs. 5 each (2013 : 2,15,05,260 shares of Rs. 5 each) held by the Trust pending
transfer to the eligible employees.
The Share Capital of the Company has also been reduced and the General Reserve increased by Rs. 1.08 crores (2013 : Rs. 1.08 crores)
for the 21,52,225 bonus shares of Rs. 5 each (2013 : 21,52,225 bonus shares of Rs. 5 each) issued by the Company in September, 2005 to
the Trust but not yet transferred by the Trust to the employees.
The above monies which are treated as advance received from the Trust, is included under Other Current Liabilities and Other Long Term
Liabilities.
107
4.
2013
133.33
160.72
266.67
294.05
266.67
500.00
1,797.45
58.71
1,094.21
1,740.20
47.93
1,117.64
3,450.37
2,905.77
3,744.42
3,172.44
(A) Secured :
(B)
(i) Debentures/Bonds.................................................................................................................
(ii) Term Loans from Banks........................................................................................................
Unsecured :
(i) Debentures.............................................................................................................................
(ii) Term Loans from Banks........................................................................................................
(iii) Fixed Deposits........................................................................................................................
(iv) Other Loans............................................................................................................................
(a) Secured Borrowings :
Debentures/Bonds include Secured Non-Convertible debentures carrying an interest rate of 11.95% for a period of seven years and are
repayable in three equal annual installments from December, 2013. These debentures are secured by tangible assets of the Company
at certain locations including immovable items therein and by way of a first pari-passu charge on the movable plant and machinery,
machinery spares, tools and accessories and other movables, both present and future (save and except book debts) situated at certain
locations of the Company.
Term loans from banks are secured by way of first ranking pari-passu charge on certain immovable and movable properties both
present and future, relating to Medium and Heavy Commercial Vehicle (MHCV) project as well as second charge on certain current
assets, relating to MHCV project. These loans carry floating rate of interest ranging from 11.00% to 11.80%. The loan is repayable in
28 quarterly installments of Rs. 10.71 crores each, from 31st March, 2012.
(b) Unsecured Borrowings :
Debentures are Senior Redeemable Non-Convertible Debentures carrying an interest rate of 9.55% with a tenure of 50 years, repayable
in July, 2063.
Term loans from banks comprise of :
(i) USD External Commercial Borrowings carrying an average margin of 157 basis points over three month USD Libor and are repayable
after five years and one day from the date of respective availment of loan i.e. Rs. 898.72 crores in February, 2016, Rs. 599.15 crores
in August, 2016 and Rs. 299.58 crores in September, 2016.
(ii) JPY External Commercial Borrowings carrying an average margin of 39 basis points over six month JPY Libor is for a period of five
years and one day. The loan is repayable in three equal annual installments from August, 2012. Rs. 113.04 payable in August, 2014
is shown under current maturities of long term borrowings.
Fixed deposits are repayable three years from the date of deposit and carry an interest rate of 8.00% and 9.75%.
Other loans comprise deferred sales tax loans which are interest free and repayable in five equal installments after ten years from the
year of availment of respective loan. These loans are repayable :
Rupees crores
(i) In the second year.................................................................................................................
(ii) In the third to fifth year.......................................................................................................
(iii) After five years.......................................................................................................................
2014
39.08
235.42
819.71
2013
23.53
178.31
915.80
1,094.21
1,117.64
(c) Current maturities in respect of long term borrowings have been included in Note 10 as under :
Rupees crores
(i)
(ii)
(iii)
(iv)
108
Debentures/Bonds.................................................................................................................
Term Loans from Banks.........................................................................................................
Fixed Deposits........................................................................................................................
Other Loans............................................................................................................................
2014
133.34
155.90
10.93
2013
133.33
111.80
3.98
12.41
300.17
261.52
5.
6.
2014
2013
1,105.68
57.66
806.81
47.31
1,163.34
854.12
154.85
16.95
13.55
88.34
149.00
12.95
25.79
51.53
273.69
239.27
889.65
614.85
Trade Payables.........................................................................................................................................
Others.......................................................................................................................................................
2014
2013
31.13
555.14
35.57
379.83
586.27
415.40
Others include dealer deposits, advance from customers, payable for investments, gratuity payable and monies adjusted from share capital
and reserves and surplus on account of shares held by ESOP Trust pending transfer to the eligible employees.
7.
8.
2014
2013
366.77
143.56
317.85
123.74
510.33
441.59
Secured :
Loans and Advances on cash credit account from Banks...........................................................
Unsecured :
Term Loan from Bank.....................................................................................................................
Fixed Deposits.................................................................................................................................
2014
2013
0.05
0.69
54.28
0.35
0.74
54.63
Loans and Advances on cash credit accounts from the Companys bankers are secured by a first charge on a pari-passu basis on the whole
of the current assets of the Company namely inventories, book debts, outstanding monies, receivables, claims etc. both present and
future.
Term loan from bank was pre shipment credit carrying margin of 60 basis points over six month USD Libor and was repayable within a
year from the date of availment of loan.
Fixed deposits are for a period of one year and carry an interest rate of 8.50%.
109
9.
Trade Payables :
Rupees crores
Acceptances..............................................................................................................................................
Trade Payables Micro and Small enterprises.....................................................................................
Trade Payables Other than Micro and Small enterprises.................................................................
2014
2013
747.85
112.59
5,208.36
767.30
65.50
4,746.91
6,068.80
5,579.71
Micro, Small and Medium enterprises have been identified by the Company on the basis of the information available. Total outstanding dues
of Micro and Small enterprises, which are outstanding for more than the stipulated period are given below :
Rupees crores
2014
2013
Principal...........................................................................................................................................
35.65
15.28
Interest on the above ....................................................................................................................
(b) Interest paid in terms of Section 16 of the Act, along with the amount of payment made
to the supplier beyond the appointed day during the year
Principal paid beyond the appointed date..................................................................................
Interest paid in terms of Section 16 of the Act..........................................................................
(c) Amount of interest due and payable for the period of delay on payments made beyond
the appointed day during the year .............................................................................................
(d) Further interest due and payable even in the succeeding years, until such date when the
interest due as above are actually paid to the small enterprises ............................................
(e) Amount of interest accrued and remaining unpaid as at 31st March.......................................
0.45
0.80
645.15
2.95
238.97
3.14
3.08
2.47
1.16
4.69
0.19
3.46
2013
300.17
261.52
255.91
215.07
23.78
25.30
Dividend Payable.....................................................................................................................................
12.43
11.83
0.43
0.70
Others.......................................................................................................................................................
540.84
537.75
1,133.56
1,052.17
Others mainly include capital creditors, government dues and taxes payable, gratuity payable and salary deductions payable.
There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.
110
2013
148.62
120.47
194.98
196.65
Proposed Dividend..................................................................................................................................
862.25
798.17
103.56
92.98
254.28
255.61
1,563.69
1,463.88
125.35
0.01
65.39
184.54
802.76
927.85
16.05
9.47
14.72
14.73
46.64
66.66
61.16
1,137.57
1,197.76
139.27
141.45
63.34
63.34
1,338.49
1,161.51
6,354.12
5,468.74
69.51
65.12
148.16
142.63
56.82
56.82
226.45
189.10
8,396.16
7,288.71
Land Freehold.................
Land Leasehold..............
Buildings.............................
Office Equipment..............
Aircraft...............................
Vehicles...............................
119.44
80.85
0.13
0.37
0.86
0.02
94.34
76.57
23.74
4.26
Other
adjustments
during the
year
38.60
113.83
16.27
21.84
54.87
135.67
4.34
102.41
474.01
361.46
131.27
112.89
609.62
576.76
Technical Knowhow..........
Development Expenditure
Internally Generated........
Computer Software..........
Others.................................
Other
adjustments
during the
year
252.49
39.33
15.16
198.00
Acquisition
through
Scheme of
Arrangement
192.79
102.81
87.32
3.46
103.71
1.28
1.76
98.07
Deductions
and
adjustments
during the
year
87.20
171.16
30.46
23.81
1.89
9.20
1.09
5.10
50.76
119.04
3.00
11.82
2.19
Deductions
and
adjustments
during the
year
724.19
609.62
39.33
75.38
131.27
606.90
474.01
2.58
4.34
Cost/
Professional
valuation as at
31st March,
2014
10,071.93
8,396.16
274.00
226.45
103.46
56.82
165.19
148.16
87.04
69.51
7,689.00
6,354.12
1,425.28
1,338.49
63.34
63.34
264.62
139.27
Cost/
Professional
valuation as at
31st March,
2014
402.82
336.02
184.54
169.61
3.93
16.63
40.98
163.46
127.75
286.26
159.79
113.47
75.95
0.52
0.88
Amortisation
for
2013-2014
678.85
541.26
34.64
28.17
5.37
3.19
9.74
8.71
6.48
5.10
582.17
461.64
39.77
33.78
0.68
0.67
Depreciation
for
2013-2014
3.09
100.28
Accumulated
Amortisation
upto 31st
March, 2013
3,645.10
3,236.10
89.65
78.56
6.83
3.64
69.51
66.82
26.87
25.54
3,193.35
2,833.59
253.20
222.93
5.69
5.02
Accumulated
Depreciation
upto 31st
March, 2013
157.11
29.50
13.83
113.78
Accumulated
Amortisation/
adjustment on
Assets acquired
through Scheme of
Arrangement
102.87
3.22
0.92
0.34
98.36
0.03
Accumulated
Depreciation/
adjustment on
Assets acquired
through Scheme of
Arrangement
190.93
102.81
87.08
3.46
102.82
1.28
1.03
98.07
Deductions
and
adjustments
of
Amortisation
61.19
132.26
18.54
17.08
0.98
6.02
0.84
3.77
40.70
101.88
0.13
3.51
Deductions
and
adjustments
of
Depreciation
553.54
402.82
33.43
56.85
113.47
460.68
286.26
2.58
3.09
Accumulated
Amortisation
upto 31st
March, 2014
4,365.63
3,645.10
108.97
89.65
12.20
6.83
79.19
69.51
32.85
26.87
3,833.18
3,193.35
292.87
253.20
6.37
5.69
Accumulated
Depreciation
upto 31st
March, 2014
Rupees crores
170.65
206.80
5.90
18.53
17.80
146.22
187.75
1.25
Net Balance as
at 31st March,
2014
Rupees crores
5,706.30
4,751.06
165.03
136.80
91.26
49.99
86.00
78.65
54.19
42.64
3,855.82
3,160.77
1,132.41
1,085.29
56.97
57.65
264.62
139.27
Net Balance as
at 31st March,
2014
Notes :
(a) Other adjustments during the year include difference in exchange and interest capitalised.
(b) Buildings include Rs. * crores (2013 : Rs. * crores) being the value of shares in co-operative housing societies.
(c) (i) The depreciation charge for the year excludes an amount of Rs. 0.05 crores (2013 : Rs. 0.06 crores), representing depreciation on the increase due to revaluation of Land and Buildings transferred
from the Revaluation Reserve.
(ii) The Revaluation Reserve is also adjusted for an amount of Rs. Nil crores (2013 : Rs. 0.01 crores) in respect of revalued Land and Buildings sold/demolished during the year.
(iii) The net credit to the Statement of Profit and Loss consequent to the above adjustments to the Revaluation Reserve is Rs. 0.05 crores (2013 : Rs. 0.07 crores).
(d) Intangible - Others include congeries of rights etc.
* denotes amounts less than Rs. 50,000
Current year figures are in bold.
Additions
during the
year
Cost/
Professional
valuation as
at 31st March,
2013
Description of Assets
505.96
11.22
3.83
1.71
488.54
0.66
Acquisition
through
Scheme of
Arrangement
Additions
during the
year
Cost/
Professional
valuation as
at 31st March,
2013
Description of Assets
111
2014
2013
Long Term
Long Term
Number
Rupees crores
Number
Rupees crores
In Subsidiary Companies
Mahindra Engineering and Chemical Products Limited............................
Mahindra Intertrade Limited [including 1,50,00,000 shares partly
paid-up Rs. 3 per share]................................................................................
Mahindra USA Inc. ........................................................................................
Mahindra Gujarat Tractor Limited................................................................
Mahindra Shubhlabh Services Limited.........................................................
Mahindra First Choice Wheels Limited........................................................
Bristlecone Limited ........................................................................................
Mahindra & Mahindra South Africa (Proprietary) Limited.......................
Mahindra Engineering Services Limited......................................................
Mahindra Overseas Investment Company (Mauritius) Limited..................
Mahindra Gears & Transmissions Private Limited ......................................
Mahindra Automobile Distributor Private Limited ...................................
Mahindra Trucks and Buses Limited (formerly known as Mahindra
Navistar Automotives Limited) (previous year face value per unit
Rs. 10) [Note 37].............................................................................................
Mahindra Vehicle Manufacturers Limited ..................................................
Mahindra Hinoday Industries Limited ........................................................
Mahindra Logistics Limited...........................................................................
Mahindra Heavy Engines Private Limited (formerly known as Mahindra
Navistar Engines Private Limited).................................................................
Mahindra Aerospace Private Limited...........................................................
Mahindra First Choice Services Limited.......................................................
Mahindra Gears International Limited........................................................
Mahindra Holdings Limited...........................................................................
Mahindra Consulting Engineers Limited.....................................................
NBS International Limited.............................................................................
Mahindra Two Wheelers Limited.................................................................
Mahindra Automotive Australia Pty. Limited.............................................
Defence Land Systems India Private Limited..............................................
Mahindra Namaste Private Limited .............................................................
Mahindra Reva Electric Vehicles Private Limited .......................................
Mahindra Defence Naval Systems Private Limited.....................................
Mahindra Defence Systems Limited.............................................................
Mahindra Investments (India) Private Limited [Note 38(a)].....................
Mahindra Sanyo Special Steel Private Limited............................................
Mahindra 'Electoral Trust' Company............................................................
Mahindra Investments (International) Private Limited..............................
+
+
+
+
+
+
+
+
+
+
+
+
10
4,39,98,462
391.82
3,59,98,462
311.82
10
US $ 0.10
10
10
10
US $ 0.001
ZAR 1
10
US $ 1
10
10
2,71,00,006
14,00,00,000
16,83,218
89,12,400
3,47,77,255
42,22,250
5,20,00,000
81,26,218
8,79,02,525
7,40,000
16.60
66.37
3.55
9.08
47.44
19.26
28.54
59.96
422.30
0.31
2,71,00,006
14,00,00,000
16,83,218
49,12,400
3,47,77,255
42,22,250
5,20,00,000
81,26,218
8,16,63,925
1,15,86,361
7,40,000
16.60
66.37
3.55
5.08
47.44
19.26
28.54
59.96
387.11
55.75
0.31
0.20
10
10
10
1,14,79,25,600
96,22,50,000
5,39,06,123
74.12
962.25
53.91
1,14,79,25,600
96,22,50,000
3,02,54,052
5,76,99,900
893.91
962.25
167.95
57.70
10
10
10
EURO 1
10
10
10
10
AUD 1
10
10
10
10
10
10
10
10
10
32,80,00,000
12,36,97,041
13,87,70,000
2,30,00,001
6,12,49,999
11,51,000
50,490
1,11,35,11,969
45,75,000
6,29,00,000
2,39,43,542
42,53,467
8,00,56,580
51,00,000
50,000
50,000
259.28
231.64
138.77
153.13
61.25
1.25
5.07
1,113.51
21.16
62.90
340.16
30.65
56.44
214.33
0.05
0.05
26,50,00,000
9,75,15,249
5,70,00,000
2,07,00,001
4,75,49,999
11,51,000
50,490
81,72,99,975
45,75,000
6,29,00,000
10,000
1,83,28,157
1,50,31,330
23,79,900
196.28
180.48
57.00
137.82
47.55
1.25
5.07
817.30
21.16
62.90
0.01
267.16
15.03
2.38
4,845.15
4,894.99
Officemartindia.com Limited........................................................................
10
7,49,997
0.22
7,49,997
0.22
10
10
10
10
10
5
9,00,000
3,51,000
3,37,500
2,73,420
35,000
19,750
0.97
0.35
0.34
0.27
0.04
0.01
9,00,000
3,51,000
3,37,500
2,73,420
35,000
19,750
0.97
0.35
0.34
0.27
0.04
0.01
2.20
112
2.20
2014
2013
Long Term
Long Term
Number
Rupees crores
Number
Rupees crores
10
13,10,000
1.64
13,10,000
1.64
1.64
1.64
(iv) In Other Companies (Non-trade and fully paid-up unless otherwise
specified)
100
312
312
10
8,55,646
0.94
8,55,646
0.94
10
1,00,000
0.10
1,00,000
0.10
10
75,000
0.15
75,000
0.15
10
50,000
0.06
50,000
0.06
10
20,000
0.02
20,000
0.02
10
2,85,000
0.28
2,85,000
0.28
10
5,00,000
0.09
5,00,000
0.09
10
75,00,000
7.50
75,00,000
7.50
10
4,98,000
0.58
4,98,000
0.58
100
1,000
0.01
1,000
0.01
10
30,000
0.03
30,000
0.03
100
200
200
10
2,000
2,000
10
15,180
0.01
15,180
0.01
10
20,000
0.02
20,000
0.02
100
1,800
0.02
1,800
0.02
10
6,000
0.01
6,000
0.01
10
6,000
0.01
6,000
0.01
10
8,000
0.01
8,000
0.01
10
19,45,867
1.95
19,45,867
1.95
Wardha Power Company Limited : Class 'A' Equity Shares (Trade Investment)...
Others..............................................................................................................
+
@
11.79
11.79
Quoted
(i)
In Subsidiary Companies
10
2,08,46,126
276.94
2,08,46,126
276.94
29,12,07,660
150.91
29,12,07,660
150.91
4,88,25,609
854.15
49.26
1,64,66,789
49.26
Mahindra CIE Automotive Limited (formerly known as Mahindra
Forgings Limited)............................................................................................
10
+
10
1,64,66,789
10
6,65,85,642
27.46
6,65,85,642
27.46
KRW 5000
9,99,64,502
2,133.94
8,54,19,047
1,739.62
10
1,51,44,433
77.75
1,51,44,433
77.75
10
17,06,925
18.28
17,06,925
18.28
2,734.54
3,194.37
113
2014
2013
Long Term
Long Term
Number
Rupees crores
Number
Rupees crores
10
41,26,417
1.63
41,26,417
1.63
10
13,41,203
2.90
10
2,96,109
5.18
10
6,06,76,252
644.68
6,06,76,252
644.68
Mahindra CIE Automotive Limited (formerly known as Mahindra
Forgings Limited)............................................................................................
651.49
649.21
100
25
25
10
2,85,440
2.29
2,85,440
2.29
2.29
2.29
8,249.10
8,756.49
In Subsidiary Companies
US $ 0.001
70,00,000
31.72
70,00,000
31.72
US $ 0.001
69,20,000
15.13
69,20,000
15.13
EURO 1
23,00,000
15.31
46.85
62.16
100
5,40,000
5.40
5,40,000
5.40
(iii) In Other Companies (Non-trade and fully paid-up unless otherwise
specified)
4.00% Tax-free Cumulative Preference Shares : Machinery
Manufacturers Corporation Limited............................................................
0.01% Class A Redeemable Preference Shares : Wardha Power
Company Limited (Trade Investment)..........................................................
114
5.40
5.40
100
2,296
0.02
2,296
0.02
100
1,78,000
1.78
1,78,000
1.78
23,00,423
13.83
23,00,423
13.83
24,54,133
2.45
24,54,133
2.45
10
18.08
18.08
70.33
85.64
2014
2013
Long Term
Long Term
Number
Rupees crores
Number
Rupees crores
Government Securities
12,000^
13,000^
*
*
107.34
103.12
1,459.77
1,459.77
0.01
0.01
0.01
0.01
1,567.13
1,562.91
1,567.13
1,562.91
In Subsidiary Company
KRW 4,77,02,38,250
20
465.29
465.29
100
13
13
Investments in Debentures/Bonds.......................................................................
465.29
9,886.56
10,870.33
(98.83)
(298.83)
9,787.73
10,571.50
Other Disclosures
Aggregate amount of quoted investments (Gross)...................................
3,388.32
3,845.87
Market Value of quoted investments (includes Rs. 4,892.66 crores
(2013 : Rs. 2,466.21 crores) in respect of investment listed on a Stock
Exchange outside India)................................................................................
26,208.49
17,677.77
6,498.24
7,024.46
(i)
Notes :
100
21
21
Rials 16,667
74
74
*
#
+
^
*
115
13. (B) Current Investments (At Cost, unless otherwise specified) : (contd.)
Face Value Per
Unit (Rupees)
2014
Number
2013
Rupees crores
Number
Rupees crores
10
900
900
*
*
100
1,92,700
1.91
192,700
100
10,00,000
10.33
1.91
12.24
(1.02)
1.91
(0.01)
11.22
1.90
1,00,000
1,00,000
1,00,000
1,00,000
1,00,000
1,00,000
1,000
1,00,000
500
1,000
1,000
500
500
1,000
1,23,619
Investments in Debentures/Bonds........................................................................
5.00
10.00
10.00
5.00
5.00
10.00
12.37
500
1,000
1,000
500
500
1,000
1,23,619
2,085
5.00
10.00
10.00
5.00
5.00
10.00
12.37
20.95
57.37
78.32
(2.42)
(0.09)
54.95
78.23
54.95
78.23
10
1,00,00,000
10.00
1,00,00,000
10.00
10.00
10.00
Unquoted
Axis Mutual Fund - Banking Debt Fund - Direct Plan - Daily DividendReinvestment...................................................................................................
Axis Mutual Fund - Liquid Fund - Growth .................................................
1,000
1,000
1,000
1,00,050
10.06
100
85,20,343
175.00
10
19,27,971
2.00
10
2,44,06,639
25.20
10
4,96,054
2.00
1,000
9,16,369
175.00
10
2,49,64,206
25.17
1,000
7,82,258
100.00
Birla Sun Life Mutual Fund - Cash Plus - Growth - Regular Plan ............
BNP Paribas Mutual Fund - Government Securities Fund Direct
Growth ............................................................................................................
Deutsche Mutual Fund - Money Plus Fund - Direct Plan - Daily
Dividend - Reinvestment...............................................................................
DSP BlackRock Mutual Fund - Government Securities Fund - Direct
Plan - Growth .................................................................................................
Franklin Templeton Mutual Fund - Treasury Management Account
Super Institutional Plan - Daily Dividend Reinvestment............................
HDFC Mutual Fund - Floating Rate Income Fund - Short Term
Plan - Wholesale Option - Direct Plan - Dividend Reinvestment.............
HSBC Mutual Fund - Cash Fund - Growth ..................................................
* denotes amount less than Rs. 50,000
116
251,304
10,56,901
25.26
150.00
13. (B) Current Investments (At Cost, unless otherwise specified) : (contd.)
Face Value Per
Unit (Rupees)
2014
Number
2013
Rupees crores
Number
Rupees crores
ICICI Prudential Mutual Fund - Ultra Short Term - Direct Plan - Daily
Dividend...........................................................................................................
10
2,49,95,203
25.26
ICICI Prudential Mutual Fund - Long Term Gilt Fund - Direct Plan Growth.............................................................................................................
10
4,74,702
2.00
IDBI Mutual Fund - Ultra Short Term Fund - Direct Plan - Daily Dividend
- Reinvestment................................................................................................
1,000
98,497
10.05
IDFC Mutual Fund - Money Manager Fund - Treasury Plan - Daily
Dividend - (Direct Plan).................................................................................
10
2,49,74,824
25.15
JM Financial Mutual Fund - Floater Short Term Fund (Direct) - Daily
Dividend - Reinvestment...............................................................................
10
99,80,359
10.07
10
4,62,865
2.00
L & T Mutual Fund - Ultra Short Term Fund Direct Plan - Daily Dividend
Reinvestment Plan .........................................................................................
10
2,43,96,488
25.19
Pramerica Mutual Fund - Short Term Floating Rate Fund- Direct Plan Daily Dividend - Reinvestment ....................................................................
1,000
1,00,554
10.07
Principal Mutual Fund - Cash Management Fund - Regular Plan
Growth ............................................................................................................
1,000
2,89,235
36.00
1,000
8,51,587
150.00
Religare Invesco Mutual Fund - Ultra Short Term Fund - Direct Plan
Daily Dividend ................................................................................................
1,000
2,50,702
25.22
Sundaram Mutual Fund - Ultra Short Term Fund - Direct Plan - Daily
Dividend...........................................................................................................
10
1,00,23,743
10.07
UTI Mutual Fund - Gilt Advantage Fund - LTP - Direct Plan - Growth....
10
7,78,507
2.00
UTI Mutual Fund - Banking & PSU Debt Fund - Direct Plan - Dividend
Reinvestment...................................................................................................
10
2,50,30,174
25.17
1,000
2,51,320
25.16
Birla Sun Life Mutual Fund - Cash Plus - Daily Dividend - Regular Plan
- Reinvestment................................................................................................
100
1,07,51,355
107.72
Birla Sun Life Mutual Fund - Floating Rate Long Term - Daily Dividend
- Regular Plan - Reinvestment .....................................................................
100
10,01,451
10.03
1,000
81,783
10.14
Deutsche Mutual Fund - Ultra Short Term Fund - Institutional Plan Daily Dividend - Reinvestment......................................................................
10
1,01,19,020
10.14
1,000
1,02,076
10.28
Franklin Templeton Mutual Fund - India Ultra Short Bond Fund - Super
Institutional Plan - Daily Dividend Reinvestment.......................................
10
1,01,23,811
10.15
10
97,67,318
10.14
10
9,81,59,421
100.10
HDFC Mutual Fund - Floating Rate Income Fund - Short Term Plan Wholesale Option - Dividend Reinvestment - Daily .................................
10
2,49,26,612
25.13
100
10,12,598
10.14
ICICI Prudential Mutual Fund - Ultra Short Term - Regular Plan Growth ............................................................................................................
10
84,91,127
10.00
IDBI Mutual Fund - Ultra Short Term Fund-Regular Plan - Daily Dividend
- Reinvestment ...............................................................................................
1,000
1,00,235
10.03
JM Financial Mutual Fund - Floater Short Term Fund - Daily Dividend
Option - Reinvestment ..................................................................................
10
1,09,34,189
11.03
JM Financial Mutual Fund - Money Manager Fund - Super Plus Plan Daily Dividend Option - Reinvestment........................................................
10
2,16,80,248
21.69
10
1,01,40,577
10.15
117
13. (B) Current Investments (At Cost, unless otherwise specified) : (contd.)
Face Value Per
Unit (Rupees)
2014
Number
2013
Rupees crores
Number
Rupees crores
Kotak Mahindra Mutual Fund - Flexi Debt Scheme Plan A - Daily
Dividend - Reinvestment ..............................................................................
10
99,88,360
Kotak Mahindra Mutual Fund - Floater Long Term - Daily Dividend Reinvestment .................................................................................................
10
1,00,60,712
10.14
10
53,83,551
10.00
1,000
1,00,639
10.08
Religare Invesco Mutual Fund - Short Term Fund - Daily Dividend Reinvestment...................................................................................................
10
2,55,71,122
25.59
Religare Invesco Mutual Fund - Ultra Short Term Fund - Daily Dividend
- Reinvestment ...............................................................................................
1,000
2,51,834
25.23
SBI Mutual Fund - Magnum Income Fund FR Long Term - Regular Plan
- Daily Dividend - Reinvestment...................................................................
10
1,00,05,217
10.08
SBI Mutual Fund - Magnum Insta Cash Fund Liquid Floater - Regular
Plan - Daily Dividend - Reinvestment .........................................................
1,000
99,488
10.05
Sundaram Mutual Fund - Ultra Short Term Fund - Regular Plan - Daily
Dividend Reinvestment..................................................................................
10
3,52,30,922
35.36
1,000
1,01,489
10.15
UTI Mutual Fund - Floating Rate Fund - STP - Regular Plan - Direct Plan
- Daily Dividend Reinvestment ....................................................................
1,000
2,33,624
1,047.94
10.03
25.16
573.90
Other Investments :
Certificate of Deposits
Unquoted
Allahabad Bank...............................................................................................
1,00,000
10,000
98.44
2,500
24.61
Andhra Bank...................................................................................................
1,00,000
10,000
98.91
7,500
74.10
Bank of Maharashtra.....................................................................................
1,00,000
10,000
98.37
1,00,000
5,000
49.22
5,000
47.58
1,00,000
5,000
49.41
1,00,000
2,500
24.57
5,000
46.59
1,00,000
5,000
49.32
1,00,000
5,000
48.74
Bank of Baroda...............................................................................................
1,00,000
7,500
69.80
Central Bank....................................................................................................
1,00,000
5,000
46.43
HDFC Bank.......................................................................................................
1,00,000
2,500
23.92
1,00,000
7,500
71.72
1,00,000
5,000
49.88
1,00,000
5,000
46.85
Syndicate Bank................................................................................................
1,00,000
5,000
47.71
468.24
597.93
(0.23)
468.01
597.93
1,592.12
1,261.96
90.23
Other Disclosures
(i)
79.61
76.17
90.13
1,516.18
1,171.83
3.67
0.10
118
2013
472.85
2.86
368.54
1.69
475.71
2.86
370.23
1.69
472.85
368.54
42.91
0.19
35.89
0.19
43.10
0.19
36.08
0.19
42.91
35.89
252.02
10.00
237.12
10.00
262.02
10.00
247.12
10.00
252.02
237.12
2,250.34
0.04
1,445.92
1.60
2,250.38
0.04
1,447.52
1.60
2,250.34
1,445.92
3,018.12
2,087.47
(i) Share Application Money pending allotment Rs. 2.22 crores (2013 : Rs. 27.17 crores) to subsidiaries.
(ii)
Fixed/Call deposits with/loans to limited companies Rs. 217.11 crores (2013 : Rs. 197.02 crores) including Rs. 217.11 crores
(2013 : Rs. 197.02 crores) to subsidiary companies.
(iii) Capital Advances of Rs. 19.01 crores (2013 : Rs. Nil crores).
(i) Payment towards income-tax and surtax Rs. 448.84 crores (2013 : Rs. 388.91 crores).
(ii) MAT Credit entitlement Rs. 574.15 crores (2013 : Rs. NIL crores).
2013
81.85
21.16
(ii) Others...............................................................................................................................................
6.64
8.69
88.49
29.85
119
16. Inventories :
Rupees crores
Raw Materials and Bought-out Components [includes in transit Rs. 60.40 crores
(i)
(2013 : Rs. 102.01 crores)]..............................................................................................................
(ii) Work-in-Progress.............................................................................................................................
(iii) Finished Products Produced .........................................................................................................
(iv) Stock-in-Trade [includes in transit Rs. 45.72 crores (2013 : Rs. 118.28 crores)]........................
(v) Manufactured Components...........................................................................................................
(vi) Stores and Spares ..........................................................................................................................
(vii) Tools.................................................................................................................................................
2014
2013
816.72
113.42
1,249.49
410.94
129.52
46.16
37.38
798.62
80.69
892.39
427.80
144.44
39.03
36.80
2,803.63
2,419.77
2013
52.11
70.37
65.80
67.17
122.48
70.37
132.97
67.17
52.11
2,457.73
65.80
2,142.55
2,509.84
2,208.35
2013
476.91
695.62
649.22
120.00
1,172.53
532.34
0.70
769.22
394.03
0.71
1,705.57
1,163.96
12.52
11.93
120
7.60
1,224.70
1.30
604.22
1,232.30
605.52
1,244.82
617.45
2,950.39
1,781.41
* Includes deposits of Rs. 20.00 crores (2013 : Rs. 20.00 crores) with maturity greater than 12 months from Balance Sheet date
2013
316.47
115.25
Doubtful........................................................................................................
10.61
10.61
327.08
125.86
10.61
10.61
316.47
115.25
629.36
648.15
Doubtful........................................................................................................
29.63
31.14
658.99
679.29
29.63
31.14
629.36
648.15
945.83
763.40
(a) Loans and Advances to Related Parties includes Fixed/Call deposits with/loans to limited companies Rs. 296.92 crores (2013 : Rs. 94.07
crores) including Rs. 292.33 crores (2013 : Rs. 89.48 crores) to subsidiary companies.
(b) Loans and Advances to Related Parties includes loan to Director of Rs. 1.07 crores.
(c) Other Loans and Advances includes MAT Credit entitlement Rs. Nil crores (2013 : Rs. 86.00 crores).
(d) Other Loans and Advances also includes balances with government authorities, advance to suppliers, other recoverable expenses,
deposits and prepaid expenses.
2013
123.62
165.64
Interest accrued.......................................................................................................................................
83.22
65.91
Hedging Instruments..............................................................................................................................
32.31
256.52
281.35
495.67
512.90
Considered Good.....................................................................................................................................
487.11
508.54
Doubtful...................................................................................................................................................
8.56
4.36
495.67
512.90
8.56
4.36
487.11
508.54
Less :
Provision for doubtful other current assets.........................................................................................
121
2013
Sale of Products....................................................................................................
42,240.60
42,502.27
334.44
372.34
Gross Revenue from Sale of Products and Services (Refer Note A below)...
42,575.04
42,874.61
136.65
138.96
269.80
287.32
(iii) Others............................................................................................................
138.69
111.76
545.14
538.04
43,120.18
43,412.65
2,611.68
2,971.49
40,508.50
40,441.16
2013
17,973.17
17,960.32
877.10
904.15
(iii) Tractors....................................................................................................................................
12,402.57
10,131.91
(iv) Others......................................................................................................................................
1,366.87
1,981.02
32,619.71
30,977.40
7,030.23
9,325.03
185.81
101.23
(iii) Spares*....................................................................................................................................
2,015.50
1,709.35
(iv) Others......................................................................................................................................
389.35
389.26
9,620.89
11,524.87
42,240.60
42,502.27
196.94
229.82
26.27
(iii) Others......................................................................................................................................
137.50
116.25
Sale of Services...............................................................................................................................
334.44
372.34
42,575.04
42,874.61
Sale of Products :
Manufactured Goods :
(i) Vehicles Four Wheelers......................................................................................................
Traded Goods :
(i) Vehicles Four Wheelers......................................................................................................
Sale of Products..............................................................................................................................
Sale of Services :
* S ale of goods shown consists of purchased and manufactured spares. The bifurcation of sales into purchased and manufactured spares
is not practicable.
122
2013
5.54
6.34
198.38
97.72
33.14
236.73
250.72
47.61
64.42
2.79
115.72
137.20
149.32
33.21
51.78
62.62
10.20
104.84
717.99
549.17
2014
2013
Opening Stock.........................................................................................................................................
Add : Purchases [including outside processing charges Rs. 566.80 crores (2013 : Rs. 471.93 crores)]
798.62
21,622.69
833.28
20,716.38
22,421.31
25.49
816.72
21,549.66
(1.17)
798.62
21,630.08
20,749.87
2014
2013
613.75
1,492.06
18,859.71
584.36
1,384.52
18,139.39
664.56
641.60
21,630.08
20,749.87
(B) Value of Imported and Indigenous Raw Materials and Components Consumed^ :
Rupees crores
2014
2013
(i) Imported
................................................................................................................................
628.27
2.90%
708.03
3.41%
(ii) Indigenous..............................................................................................................................
21,001.81
97.10%
20,041.84
96.59%
21,630.08
100.00%
20,749.87
100.00%
^ Includes items used for other than production, amount not ascertained.
123
2013
8,470.19
6,639.27
141.26
76.16
(iii) Spares...............................................................................................................................................
953.87
840.23
(iv) Others...............................................................................................................................................
342.52
366.10
8,076.92
9,752.68
25. Changes in Inventories of Finished Goods, Work-in-Progress, Stock-in-Trade and Manufactured Components :
Rupees crores
2014
Opening Stock :
(i) Finished Products Produced........................................................................
(ii) Work-in-Progress..........................................................................................
(iii) Stock-in-Trade...............................................................................................
(iv) Manufactured Components........................................................................
892.39
80.69
427.80
144.44
920.44
99.20
333.73
104.80
1,545.32
55.66
32.58
1,458.17
(0.16)
88.24
2013
1,249.49
113.42
410.94
129.52
(0.16)
892.39
80.69
427.80
144.44
1,903.37
1,545.32
(269.81)
(87.31)
(4.86)
9.28
Increase in Stock...................................................................................................
(274.67)
(78.03)
2013
29.88
50.81
34.77
63.59
0.84
80.69
99.20
45.44
67.98
29.88
50.81
113.42
80.69
Opening Stock :
(i) Automotive......................................................................................................................................
(ii) Farm Equipment..............................................................................................................................
(iii) Others...............................................................................................................................................
Closing Stock :
(i) Automotive......................................................................................................................................
(ii) Farm Equipment..............................................................................................................................
124
2014
2013
1,749.67
178.63
56.14
179.28
1,524.00
123.03
67.06
152.36
2,163.72
1,866.45
2014
2013
191.42
63.60
4.20
131.34
55.65
4.20
259.22
191.19
2014
2013
678.80
184.54
541.20
169.61
863.34
710.81
Stores consumed...................................................................................................
Tools consumed....................................................................................................
Power and fuel ....................................................................................................
Rent including lease rentals ...............................................................................
Rates and taxes ...................................................................................................
Insurance...............................................................................................................
Repairs and Maintenance :
Buildings............................................................................................................
Machinery..........................................................................................................
Others................................................................................................................
Advertisement......................................................................................................
Service coupon......................................................................................................
Freight outward...................................................................................................
Sales promotion expenses...................................................................................
Dealer and other sales incentives.......................................................................
Donations and contributions..............................................................................
Excess of carrying cost over fair value of current investments (Net)....................
Excess of carrying cost over fair value of current investments, reversed (Net)...
Provision for doubtful debts/advances (Net) ...................................................
Loss on sale of current investment....................................................................
Miscellaneous expenses.......................................................................................
2014
2013
144.43
38.01
221.35
76.73
27.74
33.40
134.82
37.90
206.39
59.12
25.67
26.45
36.88
168.14
81.61
24.38
141.16
79.21
286.63
312.53
92.39
643.84
218.44
605.61
26.97
3.57
6.09
0.69
1,555.86
244.75
299.24
102.56
553.87
136.34
391.70
26.27
(1.84)
(13.32)
1,294.09
4,294.28
3,524.01
125
(a) Repairs and Maintenance to machinery includes machinery spares consumed Rs. 47.47 crores (2013 : Rs. 41.64 crores) but does not include
items included under Consumption of Raw Materials and Bought-out Components and amounts charged to salaries and wages (amounts
not ascertained).
(i) Imported.................................................................................................................................
(ii) Indigenous..............................................................................................................................
2014
2013
2.48
5.22%
44.99
94.78%
2.73
6.56%
38.91
93.44%
47.47
100.00%
41.64
100.00%
Statutory
Auditors
Cost
Auditors
2.09
1.80
0.29
0.33
*
0.53
1.01
0.02
0.12
0.14
0.01
2.93
3.14
0.12
0.15
30. Interest capitalised during the year to capital work-in-progress Rs. 5.94 crores (2013 : Rs. 8.24 crores).
31. Employee Benefits :
General description of defined benefit plans :
Gratuity
The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the
Payment of Gratuity Act or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous
service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the
gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life
Insurance Corporation of India through its Gratuity Trust Fund.
Post retirement medical
The Company provides post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a
specified age through mediclaim policy on which the premiums are paid by the Company. The eligibility of the employee for the benefit as
well as the amount of medical cover purchased is determined by the grade of the employee at the time of retirement.
Post retirement housing allowance
The Company operates a post retirement benefit scheme for a certain grade of employees in which a monthly allowance determined on the
basis of the last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.
126
I.
II.
Expense recognised in the Statement of Profit and Loss for the year
ended 31st March
1. Current service cost..............................................................................
2. Interest cost..........................................................................................
3. Expected return on plan assets..........................................................
4. Actuarial (Gain)/Loss............................................................................
5. Total expense included in Employee Benefits Expense...................
6. Actual return on plan assets...............................................................
2014
2013
32.53
38.27
(25.47)
27.11
72.44
32.13
27.04
35.65
(23.95)
10.05
48.79
30.77
0.91
1.28
(0.90)
1.29
0.85
1.18
0.03
2.06
2.08
2.64
(3.04)
1.68
1.74
2.18
3.60
7.52
554.19
374.00
(180.19)
(33.09)
(147.10)
479.14
352.82
(126.32)
(18.47)
(107.85)
15.90
(15.90)
(0.54)
(15.36)
15.28
(15.28)
(0.50)
(14.78)
32.13
(32.13)
(1.01)
(31.12)
31.46
(31.46)
(1.01)
(30.45)
479.14
430.04
15.28
13.59
31.46
24.95
5.70
32.53
38.27
33.77
(35.22)
554.19
(0.14)
27.04
35.65
16.87
(30.32)
479.14
(0.10)
0.91
1.28
(0.90)
(0.57)
15.90
0.85
1.18
0.03
(0.37)
15.28
2.08
2.64
(3.04)
(1.01)
32.13
1.74
2.18
3.60
(1.01)
31.46
352.82
326.66
2.56
25.47
6.66
23.95
6.82
21.71
(35.22)
374.00
32.13
25.71
(30.32)
352.82
30.77
IV.
Rupees crores
Unfunded Plans
Post retirement
Post retirement
housing allowance
medical
2014
2014
2013
2013
III.
Change in fair value of assets during the year ended 31st March
1.
2.
3.
4.
5.
6.
7.
8.
V.
VI.
Actuarial assumptions
0.57
(0.57)
0.37
(0.37)
1.01
(1.01)
1.01
(1.01)
100.00%
100.00%
1.
2.
3.
Discount rate.........................................................................................
Expected rate of return on plan assets.............................................
Attrition rate.........................................................................................
9.05%
7.50%
7.00%
8.00%
7.50%
7.00%
9.05%
7.00%
8.00%
7.00%
9.05%
8.00%
4.
7.00%
7.00%
* In the absence of detailed information regarding plan assets which is funded with Insurance Companies, the composition of each major category
of plan assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed.
127
Rupees crores
VII.
1.
2.
2014
2013
2014
2013
0.39
0.37
(0.32)
(0.31)
2.15
2.07
(1.81)
(1.82)
Period Ended
2014
2013
2012
2011
2010
Gratuity
1.
554.19
479.14
430.04
383.18
334.20
2.
374.00
352.82
326.66
293.80
266.10
3.
Surplus/(Deficit)...................................................................................
(180.19)
(126.32)
(103.38)
(89.38)
(68.10)
4.
74.57
6.82
19.64
16.23
7.93
5.
6.66
6.82
8.85
4.43
4.44
15.90
15.28
13.59
14.09
9.65
2.
Plan assets............................................................................................
3.
Surplus/(Deficit)...................................................................................
(15.90)
(15.28)
(13.59)
(14.09)
(9.65)
4.
1.35
(0.60)
(0.16)
(0.36)
5.21
32.13
31.46
24.95
16.18
10.99
2.
Plan assets............................................................................................
3.
Surplus/(Deficit)...................................................................................
(32.13)
(31.46)
(24.95)
(16.18)
(10.99)
4.
0.75
2.55
6.28
(1.41)
0.15
The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the
estimated term of obligation.
The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
The Companys contribution to Provident Fund and Superannuation Fund aggregating Rs. 106.03 crores (2013 : Rs. 73.28 crores) has been recognised
in the Statement of Profit and Loss under the head Employee Benefits Expense.
128
32. Provision :
(a) Provision for warranty relates to warranty provision made in respect of sale of certain products, the estimated cost of which is accrued
at the time of sale. The products are generally covered under a free warranty period ranging from 6 months to 5 years.
(b) The movement in provision for warranty is as follows :
Rupees crores
2014
2013
Balance as at 1 April....................................................................................................................
320.39
25.42
257.02
264.29
216.34
338.54
320.39
st
270.41
(0.14)
266.46
143.56
123.74
Classified as Current......................................................................................................................
194.98
196.65
338.54
320.39
33. The Company has allotted 55,24,219 Ordinary (Equity) Shares of Rs. 10 each, 10,00,000 Ordinary (Equity) Shares of Rs. 10 each, 1,73,53,034
Ordinary (Equity) Shares of Rs. 5 each and 19,11,628 Ordinary (Equity) Shares of Rs. 5 each in the years ended 31st March, 2002,
31st March, 2010, 31st March, 2011 and 31st March, 2014 respectively to the Mahindra & Mahindra Employees Stock Option Trust set up by the
Company. The Trust holds these shares for the benefit of the employees and issues them to the eligible employees as per the recommendation
of the Compensation Committee.
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 ("2000 Scheme") vest in 4 equal installments
on the expiry of 12 Months, 24 Months, 36 Months and 48 Months from the date of grant. The options may be exercised on any day over
a period of five years from the date of vesting. Number of vested options exercisable is subject to a minimum of 50 or number of options
vested whichever is lower.
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 ("2010 Scheme") vest in 5 equal installments
on the expiry of 12 Months, 24 Months, 36 Months, 48 Months and 60 Months from the date of grant. The options may be exercised on any
day over a period of 6 Months from the date of vesting. Number of vested options exercisable is subject to a minimum of 50 or number of
options vested whichever is lower.
The compensation costs of stock options granted to employees are accounted by the Company using the intrinsic value method.
Summary of stock options
No. of stock
options
Weighted average
exercise price (Rs.)
63,40,580
156.80
4,50,382
5.00
1,71,589
115.29
14,13,298
158.77
52,06,075
144.50
28,12,996
258.50
Average share price on the date of exercise of the options are as under
Date of exercise
3rd May, 2013 - 21st March, 2014.........................................................................................................
Weighted average
share price (Rs.)
911.69
129
Number of options
Weighted average
remaining life
Rs. 5.00.................................................................................................................................................
28,60,455
1.93 Years
Rs. 250.00.............................................................................................................................................
11,20,042
3.37 Years
1,26,036
1.49 Years
Rs. 381.00.............................................................................................................................................
7,94,732
1.96 Years
Rs. 362.00.............................................................................................................................................
2,84,810
4.03 Years
Rs. 662.00.............................................................................................................................................
20,000
5.98 Years
The fair value of options granted during the year on 13th November, 2013 is Rs. 850.46 per share.
The fair value has been calculated using the Black Scholes Options Pricing Model and the significant assumptions made in this regard are as
follows :
Grant dated 13th
November, 2013
Risk free interest rate.........................................................................................................................
8.83%
Expected life........................................................................................................................................
3.25 Years
Expected volatility...............................................................................................................................
31.59%
1.45%
5.00
895.35
In respect of options granted under the Employee Stock Option Plan, in accordance with guidelines issued by SEBI, the accounting value of
the options is accounted as deferred employee compensation, which is amortised on a straight line basis over the period between the date
of grant of options and eligible dates for conversion into equity shares. Consequently, salaries, wages, bonus etc. includes Rs. 56.14 crores
(2013 : Rs. 67.06 crores) being the amortisation of deferred employee compensation, after adjusting for reversals on account of options
lapsed. The amount excludes Rs. 2.55 crores charged to its subsidiaries for options issued to their employees.
Had the Company adopted fair value method in respect of options granted on or after 1st April, 2005, the employee compensation cost would
have been lower by Rs. 2.70 crores, Profit after tax higher by Rs. 2.70 crores and the basic and diluted earnings per share would have been
higher by Rs. 0.05 & Rs. 0.04 respectively.
34. Contingent Liability & Commitments :
2014
2013
2014
2013
896.53
87.20
831.20
80.35
(i) Excise Duty, Sales Tax and Service Tax claims disputed by the Company relating to issues of applicability and classification
aggregating Rs. 1,750.77 crores before tax (2013 : Rs. 1,526.09 crores before tax).
(ii) Other matters (excluding claims where amounts are not ascertainable) : Rs. 28.49 crores before tax (2013 : Rs. 26.94 crores
before tax).
130
(i) Demands against the Company not acknowledged as debts and not provided for, relating to issues of deductibility and
taxability in respect of which the Company is in appeal and exclusive of the effect of similar matters in respect of assessments
remaining to be completed :
Income-tax : Rs. 495.58 crores (2013 : Rs. 195.74 crores).
(ii) Items in respect of which the Company has succeeded in appeal, but the Income-tax Department is pursuing/likely to pursue
in appeal/reference and exclusive of the effect of similar matters in respect of assessments remaining to be completed :
Income-tax matters
: Rs. 155.22 crores (2013 : Rs. 118.75 crores).
Surtax matters : Rs. 0.13 crores (2013 : Rs. 0.13 crores).
(d) Bills discounted not matured Rs. Nil crores (2013 : Rs. 57.56 crores).
(e) The Customs, Excise and Service Tax Appellate Tribunal (CESTAT) by its order dated 7th December, 2009 has rejected the Companys
appeal against the order dated 30 th March, 2005 passed by the Commissioner of Central Excise (Adjudication), Navi Mumbai
confirming the demand made on the Company for payment of differential excise duty (including penalty) of Rs. 304.10 crores in
connection with the classification of Companys Commander range of vehicles, during the years 1991 to 1996. Whilst the Company
had classified the Commander range of vehicles as 10-seater attracting a lower rate of excise duty, the Commissioner of Central
Excise (Adjudication), Navi Mumbai, has held that these vehicles could not be classified as 10-seater as they did not fulfil the
requirement of 10-seater vehicles, as provided under the Motor Vehicles Act, 1988 (MVA) and Maharashtra Motor Vehicles Rules,
1989 (MMVR) and as such attracted a higher rate of excise duty.
In earlier collateral proceedings on this issue, the CESTAT had by an order dated 19th July, 2005 settled the controversy
in the Companys favour. The CESTAT had accepted the Companys submission that MVA and MMVR could not be referred
to for determining the classification for the purpose of levy of excise duty and rejected the Departments appeal against the
order of the Collector, Central Excise classifying the Commander range of vehicles as 10-seater. While the Departments appeal
against the CESTAT order dated 19th July, 2005 has been admitted, the Supreme Court of India has not stayed the operation
of this order.
The Company has filed an appeal in the Supreme Court against the aforesaid order dated 7th December, 2009 inter alia, on the
grounds that the MVA and MMVR cannot be referred to for the purpose of determining the excise classification, as has been
repeatedly held by various judicial fora, including the Supreme Court and particularly by CESTAT vide its order dated 19 th July, 2005
in the Companys own case referred to above.
Without prejudice to the grounds raised in this appeal, the Company has paid an amount of Rs. 40.00 crores in January, 2010. The
Supreme Court has admitted the Companys appeal and has stayed the recovery of the balance amount till further orders.
In another case relating to Armada range of vehicles manufactured during the years 1992 to 1996, by the Company at its Nashik
facility, the Commissioner of Central Excise, Nashik passed an order dated 20 th March, 2006 confirming a demand of Rs. 24.75 crores,
on the same grounds as adopted for Commander range of vehicles. The CESTAT has given an unconditional stay against this order.
The final hearing in this matter has been adjourned till the disposal of the appeal by the Supreme Court in the matter relating to
Commander range of vehicles.
The Company strongly believes, based on legal advice it has received, that the CESTAT order dated 7th December, 2009 which
is under appeal in the Supreme Court is not sustainable in law. As such, the Company does not expect any liability on this
account. However, in view of the CESTAT order, the Company has reflected the above amount aggregating Rs. 328.85 crores
(2013 : Rs. 328.85 crores) and the interest of Rs. 305.34 crores (2013 : Rs. 269.24 crores) accrued on the same upto 31st March, 2014,
under Note (b)(i) above.
(f) In respect of (b) & (c) above, it is not practicable for the Company to estimate the closure of these issues and the consequential
timings of cash flows, if any.
(B) Commitments :
(a) Uncalled liability on equity shares partly paid Rs. 10.50 crores (2013 : Rs. 10.50 crores).
(b) The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2014 is
Rs. 1,329.63 crores (2013 : Rs. 716.91 crores).
131
(i)
Debited to the Statement of Profit and Loss, including certain expenditure based on allocations made by the Company,
aggregate Rs. 600.99 crores (2013 : Rs. 594.43 crores) [excluding depreciation and amortisation of Rs. 205.53 crores
(2013 : Rs. 191.86 crores)].
(ii) Development expenditure incurred during the year Rs. 466.98 crores (2013 : Rs. 274.02 crores).
(iii) Capitalisation of assets Rs. 122.13 crores (2013 : Rs. 190.54 crores).
(i)
Debited to the Statement of Profit and Loss, including certain expenditure based on allocations made by the
Company, aggregate Rs. 39.29 crores (2013 : Rs. 16.33 crores) [excluding depreciation and amortisation of Rs. 47.28 crores
(2013 : Rs. 6.91 crores)].
(ii) Development expenditure incurred during the year Rs. 20.83 crores (2013 : Rs. Nil crores).
(iii) Capitalisation of assets Rs. 9.23 crores (2013 : Rs. 0.34 crores).
36. The net difference in foreign exchange loss debited to the Statement of Profit and Loss is Rs. 152.71 crores (2013 : Loss of Rs. 6.99 crores).
37. Scheme of Arrangement :
Pursuant to the Scheme of Arrangement (The Scheme) between Mahindra Trucks and Buses Limited (MTBL), a subsidiary of the
Company, and the Company, as sanctioned by Honourable High Court of Bombay vide its order dated 7th March, 2014, the entire assets
and liabilities, duties and obligations of the Trucks Business of MTBL was transferred to and vested in the Company, from 1st April, 2013
(the appointed date). The scheme became effective on 30 th March, 2014.
The accounting of this arrangement was done as per the scheme approved by Honourable High Court of Bombay and the same has been
given effect to in the financial statements as under :
(a) The assets and liabilities of the Trucks Business of MTBL were recorded in the books of the Company at their book values.
(b) MTBL reorganised its Equity Share Capital and Securities Premium Account by writing off it's accumulated losses and the excess of assets
over liabilities given up, first against Securities Premium Account and the balance against the reorganisation of Equity Share Capital by
reducing the face value and paid up value of the Equity Share Capital of Rs. 10 each to Re 0.20.
(c)
Consequent to the transfer of Trucks Business, the Company reorganised its investment cost in MTBL in proportion to the net
worth of the remaining business of MTBL and the net worth of the Trucks Business leading to a reduction in investment value of
Rs. 819.79 crores.
(d) The excess of the reduction in investment value over the net assets taken over amounting to Rs. 565.85 crores was debited to General
Reserve.
The result for the year ended 31st March, 2014 also include a tax benefit of Rs. 297.78 crores arising from the carry forward unabsorbed past
losses (including unabsorbed depreciation) and deferred tax positions of the Trucks business of MTBL.
The current year figures are therefore not strictly comparable with that of the previous year.
38. The Board of Directors of the Company during the year approved entering into a transaction in the Auto Components business with CIE
Automotive S.A., Spain (CIE). The transaction is to be completed in parts.
The first part involving the following has been completed during the year :
(a) The Company transferred its entire shareholding in Mahindra Gears & Transmissions Private Limited at a fair value determined by an
independent valuer to its wholly owned subsidiary Mahindra Investments (India) Private Limited (MIPL). The excess of Rs. 23.62 crores
over the cost has not been recognised in these results having regard to the principles of prudence and the substance of this transaction,
and will be dealt with on completion of the related parts.
(b)
The Company sold 99.4% of its holdings in Mahindra CIE Automotive Limited (MCIE) (formerly known as Mahindra Forgings
Limited) and 100% of its holdings in both Mahindra Composites Limited (MCL) and Mahindra Hinoday Industries Limited (MHIL) to
one of the subsidiaries of CIE at a price that is lower than the carrying value of these investments by Rs. 147.76 crores, which amount
has been debited to the Investment Fluctuation Reserve (IFR). IFR is expected to be credited, having regard to the substance of the
transaction, with an amount not less than the amount debited above, when the second part of the transaction, described below,
takes place.
132
(c) Consequently MHIL, Mahindra Forgings International Limited, Mahindra Forgings Europe AG, Gesenkschmiede Schneider GmbH, JECOJellinghaus GmbH, Falkenroth Umformtechnik GmbH, Stokes Group Limited, Stokes Forgings Dudley Limited, Stokes Forgings Limited,
Mahindra Forgings Global Limited, Schneweiss & Co. GmbH ceased to be subsidiaries of the Company.
(d) The Company acquired a 13.5% stake in CIE through its wholly owned subsidiary Mahindra Overseas Investment Company (Mauritius)
Limited (MOICML), making it an associate of the Company, in view of its contractual representation on the Board of CIE.
(e) Completion of open offer by CIE through its subsidiary in both MCIE and MCL.
The second part of the transaction involves the merger of Mahindra Ugine Steel Company Limited, Mahindra Gears International Limited and
Mahindra Investments (India) Private Limited, and MHIL, MCL and a CIE subsidiary with MCIE effective 1st October, 2013 through Schemes of
Arrangement under Section 391 to 394 of the Companies Act, 1956.
(c) The Company, through its wholly owned subsidiary MOICML, will hold 13.5% in CIE.
39. Exceptional items of Rs. 52.79 crores (2013 : Rs. 90.62 crores) comprise of profit on sale of certain long term investments.
40. Earnings per Share :
2014
2013
3,758.35
3,352.82
Profit for the year for diluted earnings per share (Rupees crores)..........................................................
3,758.35
3,352.82
Weighted average number of Ordinary (Equity) Shares used in computing basic earnings
per share.........................................................................................................................................................
59,03,23,271
58,97,55,261
Effect of potential Ordinary (Equity) Shares on conversion of bonds and employee stock options...
2,51,23,100
2,42,30,839
Weighted average number of Ordinary (Equity) Shares used in computing diluted earnings
per share.........................................................................................................................................................
61,54,46,371
61,39,86,100
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share)..................................................................
63.67
56.85
61.07
54.61
41. The outstanding derivative instruments and unhedged foreign currency exposures as on 31st March, 2014 :
The Company has taken foreign exchange forward contracts to sell US $ 6.80 crores (2013 : US $ 24.00 crores).
The foreign currency exposures not hedged by derivative instruments or otherwise as on 31st March, 2014 are Receivables of
US $ 8.03 crores, ZAR 2.24 crores, AUD 0.54 crores, GBP 0.25 crores, EURO 0.23 crores and Payables (excluding Borrowings, covered in the
paragraph below) of KRW 9.39 crores, JPY 2.43 crores, SEK 0.05 crores, CHF * crores (2013 : Receivables of ZAR 3.80 crores, US $ 2.81 crores,
AUD 0.80 crores, GBP 0.24 crores, AED 0.02 crores and Payables (excluding Borrowings, covered in the paragraph below) of JPY 4.83 crores,
EURO 1.20 crores, SEK 0.06 crores, CHF * crores, SGD * crores).
The Company has outstanding foreign currency borrowings of JPY 194.10 crores and US $ 30.00 crores (2013 : JPY 388.20 crores and
US $ 30.00 crores). The borrowing of JPY 194.10 crores (2013 : JPY 388.20 crores) has been fixed to US $ 1.67 crores (2013 : US $ 3.33 crores)
using cross currency swaps. Currency risk of US $ liability has not been hedged. The US $ interest rate risk has been hedged using interest
rate swaps.
133
134
Sl. No.
47.
48.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
71.
72.
73.
74.
75.
76.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
89.
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
60.
Sl. No.
106.
107.
Bristlecone International AG
108.
109.
110.
111.
112.
113.
114.
115.
116.
117.
118.
119.
120.
121.
122.
123.
124.
125.
126.
127.
128.
129.
130.
131.
132.
133.
134.
(b) Other parties with whom transactions have taken place during the year.
(i)
Associates :
Sl. No.
Sl. No.
1.
2.
3.
rd
4.
5.
1.
Sl. No.
1.
2.
135
(b) Other parties with whom transactions have taken place during the year. (contd.)
(iv) Key Management Personnel (KMP) :
Chairman and Managing Director...............................................
Executive Director and Group CFO
(upto 13th November, 2013)..........................................................
Executive Director and President (Automotive & Farm
Equipment Sectors) (w.e.f. 23rd September, 2013).....................
Sl. No.
1.
Sl. No.
1.
2.
3.
4.
1.
2.
3.
136
Nature of Transactions
Subsidiaries
Associate
Companies
Joint
Ventures/
Joint
Ventures of
Subsidiaries
Key
Management
Personnel/
KMP
Exercising
Significant
influence
Welfare
Funds
Purchases :
Goods..................................................................................
7,954.99
819.69
171.26
Fixed Assets........................................................................
(10,551.78)
143.26
(547.55)
2.06
(148.77)
()
()
Knowhow...........................................................................
(15.40)
(0.25)
()
()
()
Services...............................................................................
(19.38)
1,649.04
()
17.26
()
()
()
(1,330.72)
(8.44)
()
()
()
Sales :
Goods..................................................................................
1,806.75
0.55
Fixed Assets........................................................................
(2,731.34)
0.90
(0.10)
()
()
()
Services...............................................................................
(9.72)
48.85
()
1.65
()
*
()
()
Sales/Assignments of assets/liabilities.............................
(79.30)
13.62
(1.00)
(0.01)
()
()
()
()
()
()
()
Investments :
Purchases/Subscribed/Conversion....................................
1,480.18
Sales/Redemption/Conversion.........................................
(1,107.82)
518.01
(8.00)
()
()
()
(25.59)
(8.00)
()
()
()
4.
Nature of Transactions
Deputation of Personnel :
From Parties.......................................................................
To Parties............................................................................
5.
6.
7.
Managerial Remuneration...............................................
Stock Options.....................................................................
Finance :
Inter Corporate Deposits given.......................................
Subsidiaries
Interest Income..................................................................
(1.48)
(0.42)
()
()
()
14.11
4.03
0.09
(12.38)
(3.90)
(0.66)
()
()
14.77
()
()
()
(7.83)
()
()
()
()
(#)
()
1,146.09
()
()
()
()
956.85
(940.23)
()
()
()
()
73.79
0.03
(0.27)
()
0.02
()
()
()
()
()
()
250.72
43.96
3.54
(149.32)
(5.36)
(27.81)
()
()
(2.07)
()
()
()
()
0.38
()
()
()
()
(24.95)
(27.17)
()
()
()
()
()
8.
Welfare
Funds
()
Dividend Received.............................................................
Key
Management
Personnel/
KMP
Exercising
Significant
influence
0.46
(75.84)
Interest Expense................................................................
Joint
Ventures/
Joint
Ventures of
Subsidiaries
1.86
(936.23)
Inter Corporate Deposits refunded by Parties...............
Associate
Companies
Dividends Distributed.......................................................
9.
10.
Other Transactions :
Other Income.....................................................................
Other Expenses..................................................................
92.62
69.92
()
()
()
(21.45)
(67.23)
1,008.51
(35.14)
()
()
()
()
67.39
()
(64.79)
7.86
0.41
(7.93)
(0.33)
25.53
(38.55)
3.54
()
(0.25)
()
()
()
Nature of Transactions
Subsidiaries
Outstandings :
Payable...............................................................................
Receivable..........................................................................
Debentures/Bonds issued by Parties...............................
4.12
0.09
(0.13)
()
()
26.80
1.37
1.14
13.11
12.
13.
14.
138
()
()
()
()
()
()
()
(11.63)
(0.76)
14.00
0.14
()
()
()
()
()
()
()
738.60
26.45
32.96
3.41
(756.26)
(10.93)
(28.67)
(3.76)
()
727.03
10.53
1.96
1.07
(753.65)
(4.54)
(1.90)
(465.29)
Welfare
Funds
(1.20)
(10.20)
11.
Key
Management
Personnel/
KMP
Exercising
Significant
influence
69.23
()
Advances Given to parties................................................
Joint
Ventures/
Joint
Ventures of
Subsidiaries
(118.38)
(69.35)
Writeback of Provision for Advances..............................
Associate
Companies
()
17.00
(17.00)
()
()
()
()
508.76
4.59
(285.75)
(4.59)
()
()
()
2.22
(27.17)
()
()
()
()
4.85
7.18
10.00
(5.99)
(7.18)
()
()
(10.00)
896.53
(87.20)
()
()
()
()
2.
Nature of
Transactions
Subsidiaries
Purchases - Goods
Mahindra Vehicle
Manufacturers Limited
Purchases Services
Rupees
crores
6,807.27
(9,202.01)
1,242.53
Associate Companies
Rupees
crores
Joint Ventures/
Joint Ventures
of Subsidiaries
Rupees
crores
Swaraj Engines
Limited
711.61
(545.41)
Mahindra Sona
Limited
171.26
(148.77)
Mahindra CIE
Automotive Limited
104.21
()
Mahindra Sona
Limited
(0.01)
(1,028.48)
(4.18)
Mahindra & Mahindra
Contech Limited
3.
Sales - Goods
Mahindra Vehicle
Manufacturers Limited
Mahindra & Mahindra
South Africa (Proprietary)
Limited
Mahindra USA Inc.
930.55
(1,467.37)
12.36
Swaraj Engines
Limited
4.89
(4.26)
0.55
(0.10)
199.80
()
333.96
(364.09)
4.
5.
Sales - Services
Investments Purchases/
Subscribed/
Conversion
182.30
(322.49)
Mahindra Automobile
Distributor Private Limited
10.16
7.86
(8.08)
(9.28)
8.42
()
5.26
()
(35.35)
345.96
(345.00)
394.33
1.50
(0.80)
Vayugrid Marketplace
Services Private
Limited
(0.20)
(8.00)
()
Mahindra Ugine Steel
Company Limited
214.33
Mahindra Navistar
Automotives Limited
(347.00)
()
Nature of
Transactions
Subsidiaries
Rupees
crores
Associate Companies
Rupees
crores
InvestmentsSales/Redemption/
Conversion
423.61
()
Vayugrid Marketplace
Services Private
Limited
(8.00)
79.37
Mahindra Investments
(India) Private Limited
()
8.
9.
10.
Advances Given
Inter Corporate
Deposits Given
Inter Corporate
Deposits refunded
by parties
Guarantees Given
(25.00)
8.68
(5.27)
Mahindra Tractor
Assembly Inc.
2.71
()
Mahindra Lifespace
Developers Limited
1.66
Mahindra Technologies
Services Inc.
(2.75)
Vayugrid Marketplace
Services Private Limited
(0.76)
()
553.50
(324.40)
500.00
(500.00)
500.00
(500.00)
344.00
(339.40)
Mahindra Forgings
Europe AG
145.67
(35.14)
Mahindra Overseas
Investment Company
(Mauritius) Limited
811.56
()
The Significant related party transactions with Key Management Personnel are as under :
Sl. No. Nature of Transaction
1.
Managerial Remuneration
Name of KMP
Mr. Anand Mahindra
Rupees crores
5.19
(4.66)
2.36
()
Mr. B. N. Doshi
7.22
(3.17)
140
Joint Ventures/
Joint Ventures
of Subsidiaries
Rupees
crores
Country of
Incorporation
India
India
% of ownership interest
2014
2013
29.77%
29.77%
47.56%
(ii) The Company's share of each of the Assets, Liabilities, Income and Expenses (each without elimination of the effect of transactions
between the Company and the Joint Venture) with respect to its interest in these Jointly Controlled Entities are :
Rupees crores
I.
2014
2013
Fixed Assets............................................................................................................................
17.79
12.66
2.
0.02
0.05
3.
0.99
0.98
4.
Inventories..............................................................................................................................
11.61
9.37
5.
Trade Receivables..................................................................................................................
27.39
25.07
6.
5.17
4.85
7.
1.71
1.25
8.
0.27
0.15
ASSETS
1.
II.
III.
IV.
V.
LIABILITIES
1.
1.49
0.74
2.
1.78
1.71
3.
1.60
1.46
4.
1.26
1.16
5.
Trade Payables.......................................................................................................................
14.63
11.12
6.
2.14
1.55
7.
5.00
4.88
INCOME
1.
108.74
1,287.04
2.
Other Income.........................................................................................................................
1.60
2.32
EXPENSES
1.
70.56
64.65
2.
25.22
1,001.47
3.
1.75
36.68
4.
3.38
36.30
5.
Share in Associate.................................................................................................................
109.02
OTHER MATTERS
1.
Contingent Liabilities............................................................................................................
5.27
4.53
2.
Capital Commitments...........................................................................................................
0.29
0.97
141
44. Value of Imports on C.I.F. basis accounted for during the year :
Rupees crores
2014
2013
4.71
0.96
535.25
706.86
141.97
141.88
15.01
46.24
696.94
895.94
(i)
Notes :
(i)
Credits, if any, recoverable in respect of short landings etc. are not considered.
2013
Professional and Consultancy fees [including Rs. 0.03 crores (2013 : Rs. 13.95 crores)
capitalised]..................................................................................................................................
85.34
117.63
75.39
79.43
(i)
(iii) Royalty.........................................................................................................................................
3.71
5.42
289.02
111.09
(v)
158.92
145.95
612.38
459.52
Others..........................................................................................................................................
Dividend relating to
Shareholders
Equity shares
Amount remitted
Rupees crores
2014 : 1
3,19,97,627
41.60
2013 : 1
3,53,16,674
44.15
2013
2,125.29
2,225.02
(ii) Interest.........................................................................................................................................
19.91
17.92
5.15
109.58
110.43
2,259.93
2,353.37
(i)
Note :
F.O.B. value of exports includes local sales which qualify for export benefits and for which payment is receivable in foreign currency and local/
export sales under rupee credit which qualify for export benefits.
142
26,166.26
Total Revenue.............................................
depreciation................................................
178.09
0.24
7.19
834.60
1,532.94
7.19
834.60
1,532.94
656.27
0.03
314.85
1,218.06
7,596.68
Capital Expenditure...................................
6.66
14,497.46
2,353.78
7,596.68
5,236.24
Total Liabilities...........................................
7,596.68
6,900.78
6.66
2,353.78
5,236.24
Segment Liabilities.....................................
15,601.16
31,288.65
10.42
9,986.74
Total Assets................................................
5,604.00
15,687.49
Segment Assets..........................................
15,601.16
3,758.35
OTHER INFORMATION
611.08
(191.64)
259.22
4,384.22
40,508.50
40,508.50
Total
Income Taxes...............................................
15,601.16
(16.58)
(16.58)
Eliminations
4,369.43
10.42
4,384.22
40,525.08
16.58
40,508.50
Total
Segment
5,604.00
5.90
25.11
25.11
Other
(52.79)
9,986.74
2,452.79
14,333.71
7.95
14,325.76
Farm
Equipment
2014
segments.....................................................
unallocated income...................................
Finance costs...............................................
Less :
Segment Result...........................................
1,925.53
8.63
Result
26,157.63
Automotive
Revenue
Particulars
17.04
516.88
937.57
4,872.75
4,872.75
8,758.50
8,758.50
2,596.60
28,405.38
9.65
28,395.73
Automotive
138.40
402.25
2,084.07
2,084.07
4,588.41
4,588.41
1,857.78
11,989.67
15.82
11,973.85
Farm
Equipment
1.97
14.75
12.03
12.03
29.06
29.06
17.22
72.61
1.03
71.58
Other
2013
17.04
657.25
1,354.57
6,968.85
6,968.85
13,375.97
13,375.97
4,471.60
40,467.66
26.50
40,441.16
(26.50)
(26.50)
Total Eliminations
Segment
17.04
657.25
1,354.57
12,794.67
5,825.82
6,968.85
27,453.59
14,077.62
13,375.97
3,352.82
1,094.27
4,447.09
(90.62)
(76.06)
191.19
4,471.60
40,441.16
40,441.16
Total
Rupees crores
143
Particulars
2013
Domestic
Overseas
Total
Domestic
Overseas
Total
37,978.60
2,529.90
40,508.50
38,005.10
2,436.06
40,441.16
Segment Assets.....................................
15,601.16
15,601.16
13,375.97
13,375.97
Capital Expenditure.............................
1,532.94
1,532.94
1,354.57
1,354.57
Notes :
1. Business Segments :
The Company has considered business segments as the primary segment for disclosure.
The segment have been identified taking into account the organisational structure as well as the differing risks and returns of
these segments.
Automotive Segment comprises of sale of automobiles, spare parts and related services.
Farm Equipment Segment comprises of sale of tractors, spare parts and related services.
2.
Secondary Segments :
The geographical segments are considered for disclosure as secondary segment.
Domestic Segment includes sales to customers located in India and service income accrued in India.
Overseas Segment includes sales and services rendered to customers located outside India.
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
144
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
4,39,98,462
100.00%
1.35
138.92
100.00%
(0.01)
(0.04)
95.69%
(109.09)
(265.03)
91.50%
4.04
15.20
2,71,00,006
100.00%
64.37
14.94
282.61
90.00%
4.15
31.40
61.00%
3.31
17.11
100.00%
(0.73)
100.00%
(0.69)
(1.41)
11,51,000
54.16%
0.10
0.58
2.88
6,65,85,642
#75.00%
70.90
26.63
329.94
#75.00%
(0.11)
0.15
#75.00%
(*)
(0.09)
#75.00%
(0.01)
(0.66)
#75.00%
(6.52)
(9.50)
#75.00%
(0.80)
(1.51)
#75.00%
(0.02)
(*)
#75.00%
0.91
(1.12)
#36.75%
(0.19)
(0.07)
#55.49%
(0.98)
(0.66)
50,490
100.00%
(6.04)
(0.09)
1,64,66,789
50.41%
94.85
82.97
51,00,000
51.00%
(34.85)
(9.83)
6,12,49,999
100.00%
0.82
17.02
100.00%
0.01
0.12
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
100.00%
(*)
(0.01)
100.00%
(0.92)
38.96
100.00%
(0.02)
100.00%
(0.01)
100.00%
(0.01)
100.00%
(2.98)
(0.04)
100.00%
1.59
1.54
100.00%
0.12
0.15
49.99%
0.03
2,08,46,126
51.03%
39.67
12.51
209.54
51.03%
(0.13)
0.01
45.42%
4.04
54.22
37.76%
9.23
13.69
49.15%
(2.54)
(0.94)
49.15%
16.13
6.31
51.03%
(*)
(0.58)
51.03%
(*)
(0.23)
35.72%
0.41
(2.41)
51.03%
(*)
(0.05)
51.03%
(*)
(0.07)
51.03%
(*)
(0.01)
51.03%
(*)
29,12,07,660
#51.20%
454.26
104.83
1165.63
#43.52%
18.28
39.43
#44.80%
12.13
18.76
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
#51.20%
1.44
1.27
#51.20%
(*)
#51.20%
Bristlecone Limited...........................................................
42,22,250
78.38%
(4.21)
(34.73)
Bristlecone Inc..............................................................
78.38%
4.23
(26.84)
78.38%
7.85
23.32
78.38%
0.13
(3.92)
Bristlecone GmbH........................................................
78.38%
1.95
2.51
Bristlecone UK Limited................................................
78.38%
0.44
(12.08)
78.38%
2.81
3.27
78.38%
1.14
1.76
78.38%
2.40
3.11
3,47,77,255
#52.15%
0.22
(52.56)
14,00,00,000
100.00%
29.13
(41.99)
100.00%
(3.04)
100.00%
0.14
16,83,218
60.00%
2.82
(6.67)
89,12,400
100.00%
6.83
(2.59)
5,20,00,000
100.00%
21.45
5.82
21.50
8,79,02,525
100.00%
(93.46)
(74.44)
100.00%
(0.02)
57.00%
(0.40)
49.81
100.00%
(7.45)
(3.66)
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
100.00%
(1.14)
(11.18)
51.00%
(11.00)
(30.17)
45.58%
(6.53)
(6.58)
51.00%
0.17
(5.21)
81,26,218
#80.69%
34.56
9.72
83.54
#80.69%
2.16
8.54
#80.69%
(0.29)
(4.22)
#80.69%
2.18
1.59
7,40,000
95.00%
12.92
5.18
20.57
1,14,79,25,600
100.00%
3.96
96,22,50,000
100.00%
216.67
70.00
321.75
5,39,06,123
88.60%
32.47
25.03
88.60%
0.01
(*)
32,80,00,000
100.00%
(57.76)
(131.52)
12,36,97,041
66.67%
(0.72)
(4.73)
66.67%
(0.07)
(0.08)
66.67%
(4.86)
(11.65)
50.07%
0.10
(0.09)
50.07%
(19.50)
(32.43)
50.07%
50.07%
50.07%
50.07%
66.67%
(11.69)
(10.85)
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
13,87,70,000
100.00%
(42.65)
(61.75)
2,30,00,001
100.00%
(0.22)
(0.52)
53.34%
(0.12)
(0.91)
53.34%
(0.02)
51.00%
(33.23)
(78.63)
51.00%
(0.13)
0.34
45,75,000
100.00%
(5.26)
(7.50)
1,11,35,11,969
88.46%
(406.29)
(653.60)
6,29,00,000
100.00%
(9.98)
(56.86)
2,39,43,542
73.42%
(59.11)
(52.82)
9,99,64,502
#72.85%
53.06
(853.38)
#72.85%
0.53
1.89
#72.85%
13.23
(0.12)
1,51,44,433
54.80%
4.22
4.73
17,06,925
71.19%
1.67
0.51
1.02
42,53,467
100.00%
2.64
0.05
74.00%
(5.08)
100.00%
0.97
0.04
8,00,56,580
100.00%
(0.67)
76.67%
4.69
3.89
50,000
100.00%
(0.07)
50,000
100.00%
900,000
37.49%
(0.03)
149
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
@
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The financial year of all Subsidiaries ended on 31st March, 2014, except Mahindra Yueda (Yancheng) Tractor Company Limited, Ssangyong Motor
Company, Ssangyong European Parts Center B.V., Ssangyong Motor (Shanghai) Company Limited, Infinity Hospitality Group Company Limited
whose financial years are 1st January, 2013 to 31st December, 2013 and Mahindra Electoral Trust Company whose first financial years would be
from 30 th December, 2013 to 31st December, 2014 and Mahindra Trustee Company Private Limited whose first financial year would be from 10 th
July, 2013 to 30 th June, 2014.
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
150
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
Independent Auditors Report to the Board of Directors of Mahindra & Mahindra Limited
Report on the Consolidated Financial Statements
Opinion
1.
We have audited the accompanying consolidated financial
statements of Mahindra & Mahindra Limited (the Company) and
its subsidiaries (the Group) which comprise the Consolidated
Balance Sheet as at 31st March, 2014, the Consolidated Statement
of Profit and Loss and the Consolidated Cash Flow Statement for
the year then ended, and a summary of the significant accounting
policies and other explanatory information.
5. In our opinion and to the best of our information and according
to the explanations given to us, and based on the consideration of
the reports of the other auditors on the financial statements of the
subsidiaries, jointly controlled entities and associates referred to
below in the Other Matter paragraph, the aforesaid consolidated
financial statements give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Consolidated Balance Sheet, of the state of
affairs of the Group as at 31st March, 2014;
(b) in the case of the Consolidated Statement of Profit and Loss, of
the profit of the Group for the year ended on that date; and
(c) in the case of the Consolidated Cash Flow Statement, of the
cash flows of the Group for the year ended on that date.
Auditors Responsibility
Other Matter
7. We did not audit the financial statements of certain subsidiaries and
jointly controlled entities, whose financial statements reflect the
Groups share of total assets of Rs. 53,191.70 crores as at 31st March,
2014, and the Groups share of total revenues of Rs. 31,981.61 crores
for the year ended on that date, and net cash inflows amounting
to Rs. 90.36 crores for the year ended on that date and associates
whose financial statements reflect the Groups share of profit upto
31st March, 2014 of Rs. 23.11 crores and the Groups share of profit
of Rs. 42.93 crores for the year ended on that date as considered
in the Consolidated Financial Statements. These financial statements
and other financial information have been audited by other auditors
whose reports have been furnished to us, and our opinion, in so far
as it relates to the amounts and disclosures included in respect of
these subsidiaries, jointly controlled entities and associates, is based
solely on the reports of the other auditors.
Managements
Statements
Responsibility
for
the
Consolidated
Financial
Emphasis of Matter
6. We draw attention to Note 36 to the financial statements which
describes the uncertainty related to the recovery suit filed against
an associate of the Company and other matters. Our opinion is not
qualified in respect of this matter.
153
st
March, 2014
Rupees crores
Note
I.
MINORITY INTEREST
NON-CURRENT LIABILITIES :
(a) Long Term Borrowings.....................................................................
(b) Deferred Tax Liabilities (Net)..........................................................
(c) Other Long Term Liabilities.............................................................
(d) Long Term Provisions.......................................................................
CURRENT LIABILITIES :
(a) Short Term Borrowings....................................................................
(b) Trade Payables..................................................................................
(c) Other Current Liabilities..................................................................
(d) Short Term Provisions......................................................................
4
5
6
7A
8
9
2014
295.16
23,011.70
295.16
19,665.54
23,306.86
19,960.70
5,733.10
5,296.97
25,491.75
1,201.97
2,388.10
2,590.12
19,860.26
893.50
2,103.40
2,251.63
31,671.94
10
11
12
13
2,780.65
11,799.84
10,479.33
2,498.54
Total..............
II. ASSETS
NON-CURRENT ASSETS :
(a) Fixed Assets :
Tangible Assets.................................................................................
Intangible Assets..............................................................................
Capital Work-in-Progress.................................................................
Intangible Assets Under Development..........................................
(b)
(c)
(d)
(e)
(f)
Goodwill on Consolidation..............................................................
Non Current Investments.................................................................
Deferred Tax Assets (Net)................................................................
Long Term Loans and Advances.....................................................
Other Non Current Assets...............................................................
CURRENT ASSETS :
(a) Current Investments.........................................................................
(b) Inventories.........................................................................................
(c) Trade Receivables.............................................................................
(d) Cash and Bank Balances..................................................................
(e) Short Term Loans and Advances.....................................................
(f) Other Current Assets.......................................................................
14A
14B
15A
7B
16
17
25,108.79
3,368.48
11,910.63
8,789.46
2,034.76
27,558.36
26,103.33
88,270.26
76,469.79
16,058.29
978.68
1,243.60
947.45
15,530.98
779.02
1,119.50
511.70
19,228.02
1,343.99
5,852.37
381.67
21,364.41
505.37
17,941.20
1,997.34
4,626.20
338.36
16,972.59
397.66
48,675.83
15B
18
19
20
21
22
2013
2,229.98
8,353.54
5,725.42
6,522.79
15,842.14
920.56
Total..............
42,273.35
1,814.21
8,416.90
5,176.97
4,936.54
13,006.56
845.26
39,594.43
34,196.44
88,270.26
76,469.79
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
st
March, 2014
Rupees crores
Note
2014
2013
71,160.67
4,229.70
67,921.93
5,278.39
23
23
23
66,930.97
7,069.96
62,643.54
6,049.95
24
74,000.93
505.09
68,693.49
388.94
74,506.02
69,082.43
25
43,252.55
1,879.01
39,409.50
2,610.67
26
27
28
(238.97)
6,885.94
2,953.93
2,169.57
12,341.91
(128.00)
6,819.07
2,297.00
2,079.86
11,132.44
69,243.94
239.67
64,220.54
265.98
Total Expenses.....................................................................................................................................
Profit Before Exceptional Items and Tax..........................................................................................
Add : Exceptional Items......................................................................................................................
69,004.27
5,501.75
317.85
63,954.56
5,127.87
452.50
5,819.60
5,580.37
1,793.91
(490.71)
1,754.11
(21.11)
1,303.20
193.02
1,733.00
201.63
Profit for the year before share of Profit/(Loss) of Associates and Minority Interest................
Add/(Less) : Share of Profit/(Loss) of Associates for the year.......................................................
1,496.22
4,323.38
830.42
1,934.63
3,645.74
483.41
5,153.80
(486.87)
4,129.15
(29.95)
4,666.93
4,099.20
79.06
75.83
69.51
66.76
29
37
38
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
2013
5,501.75
5,127.87
2,174.95
60.02
2,084.55
12.77
(400.80)
(226.07)
676.36
76.66
(10.56)
(1.62)
7.19
(1.12)
3.57
629.75
98.28
(76.81)
(2.09)
17.04
(1.84)
2,584.65
2,535.58
8,086.40
7,663.45
Changes in :
Trade and other receivables..........................................................................................................
Loans against Assets *...................................................................................................................
Inventories.......................................................................................................................................
Trade and other payables..............................................................................................................
(2,258.20)
(5,813.86)
(77.78)
1,094.42
(2,154.52)
(6,756.35)
(1,124.01)
3,230.94
(7,055.42)
(6,803.94)
1,030.98
(1,274.72)
859.51
(1,781.18)
(243.74)
(921.67)
(3,665.28)
57.57
(66,102.06)
64,682.69
231.26
23.50
(543.77)
(232.48)
(16.30)
102.75
(112.70)
55.75
(20.81)
(3,291.39)
63.66
(45,660.89)
45,519.84
179.78
27.16
(544.61)
(46.91)
(170.19)
121.74
(296.33)
943.81
1,154.24
106.34
156.29
(4,489.73)
(2,787.61)
156
(contd.)
Rupees crores
2014
2013
183.90
60,506.94
60,108.18
Repayments of borrowings....................................................................................................................
(53,264.69)
(54,392.17)
(171.49)
427.91
Dividends paid.........................................................................................................................................
(1,094.20)
(997.30)
(583.08)
(638.33)
5,577.38
4,508.29
843.91
799.01
3,822.84
3,138.88
(115.75)
(33.87)
0.70
4,632.88
3,822.84
157
2013
1. The above Cash Flow Statement has been prepared under the indirect method as set out in
Accounting Standard 3 Cash Flow Statement
2.
4,632.88
3,822.84
(0.04)
4,632.84
3,822.84
1,889.95
1,113.70
6,522.79
4,936.54
158
Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
A. K. Nanda
Narayanan Vaghul
R. K. Kulkarni
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak
Anand G. Mahindra
Dr. Pawan Goenka
Directors
V. S. Parthasarathy
Narayan Shankar
1. The Consolidated Financial Statements relate to Mahindra & Mahindra Limited (M&M, the Company) and its subsidiaries, joint ventures and
associates. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) Consolidated
Financial Statements, Accounting Standard 23 (AS 23) Accounting for Investment in Associates in Consolidated Financial Statements
and Accounting Standard 27 (AS 27) Financial Reporting of Interests in Joint Ventures notified by the Companies (Accounting Standard)
Rules, 2006. The Consolidated Financial Statements have been prepared on the following basis :
(i) The Financial Statements of the Company and its subsidiary companies have been combined on a line by line basis by adding
together the book values of like items of assets, liabilities, income and expenses. Intra group balances, intra group transactions and
unrealised profits or losses have been fully eliminated.
(ii) The difference between the costs of investment in the subsidiaries and the Companys share of equity at the time of acquisition of
shares in the subsidiaries is recognised in the Financial Statements as Goodwill on consolidation or Capital Reserve on consolidation.
(iii) The difference between the proceeds from disposal of investment in a subsidiary and the carrying amount of its assets less liabilities
as of date of disposal is recognised in the Statement of Profit and Loss as profit or loss on disposal of investment in subsidiaries.
(a) the amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and
(b) the minorities share of movements in equity since the date the parent subsidiary relationship comes into existence.
(v) The Financial Statements of the subsidiaries are drawn up to 31st March, 2014.
The subsidiaries (which along with Mahindra & Mahindra Limited, the parent, constitute the group) considered in the presentation of these
Consolidated Financial Statements are :
Country of
Incorporation
Proportion of ownership
interest*
as at
31-03-2014
as at
31-03-2013
Indian Subsidiaries
as at
31-03-2013
India
54.83%
54.83%
India
51.03%
51.04%
India
54.16%
54.16%
India
78.38%
79.10%
India
100.00%
100.00%
India
60.00%
60.00%
India
75.64%
79.38%
India
51.03%
51.04%
India
100.00%
100.00%
India
51.68%
51.72%
India
61.00%
61.00%
India
100.00%
100.00%
India
100.00%
100.00%
India
43.92%
43.96%
India
99.87%
99.92%
India
45.42%
42.17%
India
76.67%
76.67%
India
100.00%
100.00%
India
51.03%
51.04%
India
95.00%
95.00%
100.00%
100.00%
100.00%
100.00%
85.00%
85.00%
82.62%
82.62%
100.00%
100.00%
159
Country of
Incorporation
Proportion of ownership
interest*
as at
31-03-2014
as at
31-03-2013
50.69%
as at
31-03-2013
India
50.41%
India
37.76%
37.77%
74.00%
74.00%
India
49.15%
48.32%
99.14%
99.14%
100.00%
100.00%
India
India
India
India
75.64%
79.38%
100.00%
100.00%
India
51.03%
51.04%
100.00%
100.00%
India
100.00%
100.00%
India
88.60%
100.00%
India
45.22%
45.26%
87.50%
87.50%
100.00%
100.00%
64.96%
52.97%
India
49.15%
48.32%
India
66.67%
66.67%
India
100.00%
100.00%
India
100.00%
100.00%
India
35.72%
35.73%
70.00%
70.00%
India
51.03%
51.04%
100.00%
100.00%
India
51.00%
51.00%
100.00%
100.00%
India
51.68%
51.72%
100.00%
100.00%
India
88.46%
93.03%
India
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
India
100.00%
100.00%
India
100.00%
100.00%
India
95.69%
94.80%
India
100.00%
100.00%
India
51.03%
51.04%
India
91.50%
91.50%
India
100.00%
100.00%
India
100.00%
100.00%
India
73.42%
67.90%
India
51.03%
51.04%
100.00%
100.00%
India
India
51.04%
India
66.67%
66.67%
India
100.00%
100.00%
India
100.00%
100.00%
India
51.00%
25.85%
India
75.64%
79.38%
India
71.19%
71.19%
India
54.80%
54.81%
India
100.00%
100.00%
India
100.00%
100.00%
India
75.64%
79.38%
160
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
Country of
Incorporation
Proportion of ownership
interest*
as at
31-03-2014
as at
31-03-2013
as at
31-03-2014
as at
31-03-2013
100.00%
India
75.64%
79.38%
100.00%
India
88.60%
100.00%
100.00%
India
75.64%
79.38%
100.00%
100.00%
India
51.03%
51.04%
100.00%
100.00%
India
74.00%
India
100.00%
India
100.00%
India
51.68%
India
100.00%
India
51.68%
India
100.00%
India
100.00%
India
100.00%
India
100.00%
Australia
100.00%
100.00%
Australia
66.67%
66.67%
100.00%
100.00%
Australia
66.67%
66.67%
100.00%
100.00%
Australia
50.07%
50.07%
75.10%
75.10%
100.00%
100.00%
Foreign Subsidiaries
78. Mahindra Automotive Australia Pty. Limited..............................
Australia
50.07%
50.07%
100.00%
100.00%
Australia
50.07%
50.07%
100.00%
100.00%
Australia
50.07%
50.07%
100.00%
100.00%
Australia
50.07%
50.07%
100.00%
100.00%
Australia
50.07%
50.07%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Austria
Canada
78.38%
Cayman Islands
78.38%
79.10%
China
51.00%
51.00%
China
73.23%
70.04%
China
th
78.53%
79.10%
98.93%
70.04%
100.00%
China
45.58%
45.58%
89.37%
89.37%
Cyprus
53.34%
53.34%
100.00%
100.00%
Germany
78.38%
79.10%
100.00%
100.00%
Germany
99.87%
99.92%
100.00%
100.00%
Germany
52.97%
100.00%
161
Country of
Incorporation
Proportion of ownership
interest*
as at
31-03-2014
Germany
as at
31-03-2013
52.97%
as at
31-03-2013
100.00%
Germany
52.97%
100.00%
Germany
52.97%
100.00%
Germany
52.97%
100.00%
Germany
59.54%
75.00%
Italy
100.00%
80.00%
Italy
100.00%
100.00%
Italy
51.00%
51.00%
rd
th
Italy
100.00%
100.00%
South Korea
73.23%
70.04%
Mauritius
100.00%
100.00%
Mauritius
57.00%
57.00%
Mauritius
rd
95.61%
95.61%
52.97%
100.00%
52.97%
100.00%
Mauritius
Mauritius
100.00%
100.00%
Mauritius
53.34%
53.34%
Malaysia
78.38%
79.10%
100.00%
100.00%
Malaysia
75.64%
79.38%
100.00%
100.00%
Netherlands
73.23%
70.04%
100.00%
100.00%
Singapore
78.38%
79.10%
100.00%
100.00%
South Africa
100.00%
100.00%
Switzerland
78.38%
79.10%
100.00%
100.00%
UAE
90.00%
90.00%
UAE
51.00%
51.00%
U.K.
78.38%
79.10%
100.00%
100.00%
U.K.
52.93%
99.92%
U.K.
52.93%
100.00%
U.K.
52.93%
100.00%
U.K.
99.87%
99.92%
U.S.A.
100.00%
100.00%
U.S.A.
78.38%
U.S.A.
rd
rd
100.00%
100.00%
79.10%
100.00%
100.00%
75.64%
79.38%
100.00%
100.00%
U.S.A.
99.87%
99.92%
100.00%
100.00%
100.00%
U.S.A.
100.00%
U.S.A.
100.00%
Thailand
55.97%
58.73%
100.00%
100.00%
Thailand
37.07%
38.90%
49.00%
49.00%
* excluding shares issued to ESOP Trusts of the respective entities/their holding companies but not allotted to employees as per the Guidance
Note on Accounting for Employee Share Based Payments issued by The Institute of Chartered Accountants of India.
162
Country of
Incorporation
Percentage of ownership
interest as at 31-03-2014
Percentage of ownership
interest as at 31-03-2013
1.
India
29.77%
29.77%
2.
India
50.00%
50.00%
3.
India
50.00%
50.00%
4.
India
26.00%
26.00%
5.
India
50.00%
6.
U.S.A.
49.00%
7.
U.A.E.
49.00%
th
49.00%
1.
Country of
Incorporation
India
2.
Officemartindia.com Limited..........................................................
India
50.00%
50.00%
3.
India
25.53%
25.53%
4.
India
45.00%
45.00%
45.00%
45.00%
Percentage of ownership
interest as at 31-03-2014
37.49%
Percentage of ownership
interest as at 31-03-2013
43.83%
5.
India
45.00%
6.
India
45.00%
7.
India
rd
35.37%
8.
India
33.22%
9.
India
35.16%
India
India
36.12%
36.12%
India
26.01%
47.39%
India
0.32%
Spain
13.50%
India
42.86%
India
50.00%
th
th
33.22%
35.16%
13.73%
The financial statements of the Associates are drawn upto 31st March, 2014, other than for CIE Automotive, S.A. where it is upto
31st December, 2013.
163
2.
The financial statements are prepared in accordance with the generally accepted accounting principles in India and comply with the
Accounting Standards notified under the Companies Act, 1956 and the relevant provisions thereof.
(a) (i) Tangible assets are carried at cost less depreciation except as stated in (ii) below. Cost includes financing cost relating to
borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date the assets are ready
for use. Where the acquisition of depreciable tangible assets are financed through long term foreign currency loans (having a
term of 12 months or more at the time of their origination) the exchange differences on such loans are added to or subtracted
from the cost of such depreciable tangible assets.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account
and resultant profit (including capital profit) or loss, if any, is reflected in the Statement of Profit and Loss.
(ii) Land and Buildings, of the parent company had been revalued as at 31st October, 1984 at depreciated replacement values on
the basis of a valuation made by a firm of Chartered Surveyors and Valuers. The indices, if any, used are not stated in the
valuation.
(b) (i) Leasehold land is amortised over the period of the lease.
(ii) Depreciation on assets is calculated on Straight Line Method over its useful life estimated by management or on the basis of
depreciation rates prescribed under respective local laws.
(iii) Depreciation charge for each year is after deducting the amount representing the depreciation on the increase due to
revaluation of Land and Buildings, transferred from the Revaluation Reserve.
Intangible Assets are initially measured at cost and amortised so as to reflect the pattern in which the assets economic benefits are
consumed.
The expenditure incurred is amortised over the estimated period of benefit, not exceeding six years commencing with the year of
purchase of the technology.
The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period
of benefit, not exceeding five years.
The expenditure incurred is amortised over three financial years equally commencing from the year in which the expenditure
is incurred.
(d) Websites :
The expenditure incurred is amortised over the estimated period of benefit, not exceeding five years.
The expenditure incurred on vacation ownership is amortised over a period of ten years.
(f) Trademarks :
The expenditure incurred is amortised over the estimated period of benefit, not exceeding ten years.
(g) Non-Compete Fees :
Non-Compete payments are amortised equally over the estimated period of benefit, not exceeding ten years.
(D) Impairment of Assets :
The carrying value of assets/cash generating units at each balance sheet date are reviewed for impairment. If any indication of impairment
exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds
their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived
at by discounting the future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its
useful life to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised
for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the
Statement of Profit and Loss, except in case of revalued assets.
164
(E) Investments :
Long term investments, other than in Associates, are carried at cost. However, provision for diminution in value is made to recognise a
decline other than temporary, in the value of investments. Current investments are valued at the lower of cost and fair value, determined
by category of investment. Investments in Associates are accounted using the equity method.
(F) Inventories :
Inventories are stated at cost or net realisable value, whichever is lower. Cost is arrived at on a weighted average method and includes,
where appropriate, manufacturing overheads and excise duty. Cost of the inventory, includes interest, where appropriate, for long
term projects.
Transactions in foreign currencies (other than firm commitments and highly probable forecast transactions) are recorded at the
exchange rates prevailing on the date of transaction. Monetary items are translated at the year-end rates. The exchange difference
between the rate prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at
the end of the year (other than those relating to long term foreign currency monetary items) is recognised as income or expense, as
the case may be.
Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the acquisition
of depreciable tangible assets are added to or substracted from the cost of such depreciable tangible assets and the balance
accumulated in Foreign Currency Monetary Item Translation Difference Account and amortised over the balance term of the long term
monetary item.
Any premium or discount arising at the inception of a forward exchange contract is recognised as income or expense over the life of the
contract, except in the case where the contract is designated as a cash flow hedge.
The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and highly probable forecast transactions. The Company does not hold derivative
financial instruments for speculative purposes. The Company has applied to such contracts the hedge accounting principles set
out in Accounting Standard 30 Financial Instruments : Recognition and Measurement (AS 30) by marking them to market at each
reporting date.
Changes in the fair value of the contracts that are designated and effective as hedges of future cash flows are recognised directly in
Hedging Reserve Account and the ineffective portion is recognised immediately in the Statement of Profit and Loss.
(a) Sale of products and services including export benefits thereon are recognised when the products are shipped or services rendered.
Excise duty recovered on sales is included in Revenue from Operations.
Income from real estate sales is recognised on the transfer of all significant risks and rewards of ownership to the buyers and it is not
unreasonable to expect ultimate collection and no significant uncertainty exists regarding the amount of consideration. However
if, at the time of transfer substantial acts are yet to be performed under the contract, revenue is recognised on proportionate basis
as the acts are performed, i.e. on the percentage of completion basis. Revenues from real estate projects are recognised only when
the actual project costs incurred is at least 25% of the total estimated project costs including land and when at least 10% of the
sales consideration is realised.
In accordance with the Guidance Note on Accounting for Real Estate Transactions (Revised 2012) issued by the Institute of Chartered
Accountants of India, in case of projects commencing on or after 1st April, 2012 or in case of projects which have already commenced
but where revenue is being recognised for the first time on or after 1st April, 2012, revenues will be recognized from these real
estate projects only when;
i. the actual construction and development cost incurred is at least 25% of the total construction and development cost (without
considering land cost) and
ii.
iii. where 25% of the total saleable area of the project is secured by contracts of agreement with buyers.
Income from long term contracting assignments is also recognised on the percentage of completion basis. As the long term contracts
necessarily extend beyond one year, revision in costs and revenues estimated during the course of the contract are reflected in the
accounting period in which the facts requiring the revision become known. Any expected loss on a project is recognised in the year
in which costs incurred together with the balance costs to completion are likely to be in excess of the estimated revenues from
project. Unbilled costs are carried as construction work-in-progress.
165
Determination of revenues under the percentage of completion method necessarily involves making estimates by the Company,
some of which are of a technical nature, concerning, where relevant, the percentages of completion, costs to completion, the
expected revenues from the project/activity and the foreseeable losses to completion.
Project Management Fees receivable on fixed period contracts is accounted over the tenure of the contract/agreement. Where
the management fee is linked to the input costs, revenue is recognised as a proportion of the work completed based on progress
claims submitted. Where the management fee is linked to the revenue generation from the project, revenue is recognised on the
percentage of completion basis.
(c) Lease and Rental Income :
Land lease premium is recognised as income upon creation of leasehold rights in favour of the Lessee or upon an agreement to
create leasehold rights with handing over of possession.
Property lease rental, income from operation and maintenance charges and water charges are recognised on an accrual basis as per
terms of the agreement with the lessees.
Interest Income from loan transactions is accounted for by applying the interest rate implicit in such contracts. Service charges,
documentation charges and other fees on loan transactions are recognised at the commencement of the contract. Subvention
received from dealers/manufacturers on retail cases is booked over the period of the contract.
The activity of selling vacation ownership and providing holiday facilities to members for a specified period each year, over a
number of years, for which membership fee is collected either in full up front, or on a deferred payment basis. Admission fee, which
is non-refundable, is recognized as income on admission of a member. Entitlement fee (disclosed under Advance towards Members
facilities), which entitles the vacation ownership member for the vacation ownership facilities over the membership usage period, is
recognized as income equally over the usage period. Requests for cancellation of membership is accounted for when it is accepted.
In respect of instalments considered doubtful of recovery by the management, the same is treated as a cancellation and accounted
for accordingly.
Receivables under the assignment transactions are de-recognized in the Balance Sheet when they are sold subject to the portion of
loan assets which is required under the Minimum Retention Criteria and reflected as Loans and Advances. The amount of profit in
cash on such transactions is held under an accounting head styled as Cash profit on loan transfer transactions pending recognition
maintained on an individual transaction basis. The amortisation of cash profit arising out of loan assignment transaction is done at
the end of every financial year based on the prescribed formula.
(g)
Dividends from investments are recognised in the Statement of Profit and Loss when the right to receive payment is
established.
The Company, directly or indirectly through a consortium of Mahindra Group Companies, is entitled to various incentives from government
authorities in respect of manufacturing units located in developing regions. The Company accounts for its entitlement as income on
accrual basis.
Groups contributions paid/payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in the
Statement of Profit and Loss.
Contributions to Provident Fund are made to Trusts administered by group companies or Regional Provident Fund Commissioners and are
charged to Statement of Profit and Loss as incurred. The Company is liable for the contribution and any shortfall in interest between the
amount of interest realised by the investment and the interest payable to members at the rate declared by the Government of India.
Companys liability towards gratuity, long term compensated absences, post retirement medical benefit and post retirement
housing allowance schemes are determined by independent actuaries, using the projected unit credit method. Past services are
recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised
immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future
cash flows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government
Bonds where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined
benefit obligation.
166
The compensation cost of stock options granted to employees is measured by the Intrinsic Value Method. The intrinsic value, which is the
excess of the market price of the underlying equity shares as of the date of the grant over the exercise price of the option, is recognised
and amortised on straight line basis over the vesting period.
All borrowing costs are charged to the Statement of Profit and Loss except :
(i) Borrowing costs that are attributable to the acquisition or construction of assets that necessarily take a substantial period of time
to get ready for their intended use, which are capitalised as part of the cost of such assets.
(ii) Expenses incurred on raising long term borrowings are amortised over the period of borrowings. On early buyback, conversion or
repayment of borrowings, any unamortised expenditure is fully written off in that year.
In respect of warranties given by the Company on sale of certain products, the estimated costs of these warranties are accrued at the
time of sale. The estimates for accounting of warranties are reviewed and revisions are made as required.
(N) Leases :
The Companys significant leasing arrangements are in respect of operating leases for premises (residential, office, stores,
godowns, computer hardware etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five
years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent.
Current Tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred Tax is recognised,
subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income
that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax Assets arising on
account of unabsorbed depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty
supported by convincing evidence that sufficient future taxable income will be available against which such Deferred Tax Assets can
be realised.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment
to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax
against which the MAT paid will be adjusted.
The accounting policies adopted for segment reporting are in line with the accounting policies of the Group. Segments are identified
having regard to the dominant source and nature of risks and returns and internal organisation and management structure.
Revenues and expenses have been identified to the segments based on their relationship to the business activity of the segment.
Income/Expenses relating to the enterprise as a whole and not allocable on a reasonable basis to business segments are reflected as
unallocated corporate income/expenses. Inter-segment transfers are at prices which are generally market led.
3.
Certain changes in Group Structure : During the year ended 31st March, 2014, the following changes in Group structure have taken place and
the same have been appropriately dealt with in the Consolidated Financial Statements.
(i) The Board of Directors of Mahindra & Mahindra Limited (M&M) during the year approved entering into a transaction in the Auto
Components business with CIE Automotive S.A., Spain (CIE). The transaction is to be completed in parts.
The first part involving the following has been completed during the year :
(a) M&M transferred its entire shareholding in Mahindra Gears & Transmissions Private Limited at a fair value determined by an
independent valuer to its wholly owned subsidiary Mahindra Investments (India) Private Limited (MIPL). The excess of Rs. 23.62
crores over the cost has not been recognised in these results having regard to the principles of prudence and the substance of this
transaction, and will be dealt with on completion of the related parts.
(b) M&M sold 99.4% of its holdings in Mahindra CIE Automotive Limited (MCIE) (formerly known as Mahindra Forgings Limited) and
100% of its holdings in both Mahindra Composites Limited (MCL) and Mahindra Hinoday Industries Limited (MHIL) to one of the
subsidiaries of CIE at a price that is lower than the carrying value of these investments by Rs. 147.76 crores, which amount has
been debited to the Investment Fluctuation Reserve (IFR). IFR is expected to be credited, having regard to the substance of the
transaction, with an amount not less than the amount debited above, when the second part of the transaction, described below,
takes place.
167
(c) Mahindra Holdings Limited (MHL), a wholly owned subsidiary of M&M sold 100% of its holding in MCL to one of the subsidiaries
of CIE.
(d) Consequently MHIL, Mahindra Forgings International Limited, Mahindra Forgings Europe AG, Gesenkschmiede Schneider GmbH,
JECO-Jellinghaus GmbH, Falkenroth Umformtechnik GmbH, Stokes Group Limited, Stokes Forgings Dudley Limited, Stokes Forgings
Limited, Mahindra Forgings Global Limited, Schneweiss & Co. GmbH ceased to be subsidiaries of M&M.
(e) M&M acquired a 13.5% stake in CIE through its wholly owned subsidiary Mahindra Overseas Investment Company (Mauritius)
Limited (MOICML), making it an associate of the Company, in view of its contractual representation on the Board of CIE.
(f) Completion of open offer by CIE through its subsidiary in both MCIE and MCL.
The second part of the transaction involves the merger of Mahindra Ugine Steel Company Limited, Mahindra Gears International
Limited and Mahindra Investments (India) Private Limited, and MHIL, MCL and a CIE subsidiary with MCIE effective 1st October, 2013
through Schemes of Arrangement under Sections 391 to 394 of the Companies Act, 1956.
(c) M&M, through its wholly owned subsidiary MOICML, will hold 13.5% in CIE.
(ii)
Tech Mahindra Limited (TML) : During the year, consequent to the Scheme of Amalgamation and Arrangement (the Scheme),
Venturbay Consultants Private Limited (Venturbay), CanvasM Technologies Limited (CanvasM) and Mahindra Logisoft Business
Solutions Limited (Logisoft), the wholly owned subsidiaries of TML, and Satyam Computer Services Limited (Satyam) an associate of
TML (through Venturbay) and C&S System Technologies Private Limited (C&S) a wholly owned subsidiary of erstwhile Satyam, merged
with TML with effect from April 1, 2011 (the appointed date). As a result M&Ms holding in TML decreased from 47.39% to 26.01%.
(iii)
Mahindra Logistics Limited (MLL) : During the year, consequent to a sale of part of its ownership interest, M&Ms holding in MLL
decreased from 100% to 88.6%.
(iv)
Mahindra Sanyo Special Steel Private Limited (MSSPL) : During the year, M&M acquired from Mahindra Ugine Steel Company Limited
(MUSCO), MUSCOs share in its 51% subsidiary MSSPL, increasing inter alia the effective holding in NSSPL from 25.85% to 51%.
(v)
M
ahindra Two Wheelers Limited (MTWL) : During the year, consequent to a sale of part of its holding in MTWL and subsequent
additional investment in MTWL , M&Ms holding reduced from 93.03% to 88.46%.
(vi)
M
ahindra Homes Private Limited (MHPL) (a subsidiary of Mahindra Lifespaces Developers Limited (MLDL)) : During the year MHPL
became MLDLs Joint venture resulting in a decrease in M&Ms holding from 51.04% to 50% w.e.f 20 th July, 2013
(vii)
Mahindra Reva Electric Vehicles Private Limited (MREVA) : During the year M&M further invested in MREVA thereby increasing the
holding from 67.90% to 73.42%.
(viii) Mahindra Trucks and Buses Limited (MTBL) : In accordance with the Scheme of Arrangement (The Scheme) as sanctioned by
Honourable High Court of Bombay vide its order dated 7th March, 2014, the entire assets and liabilities, duties and obligations of the
Trucks Business of MTBL was transferred to and vested in M&M, from 1st April, 2013 (the appointed date). The scheme became effective
on 30 th March, 2014.
The current years figures are to that extent not strictly comparable to those of the previous year.
168
4.
Share Capital :
Rupees crores
2014
2013
600.00
600.00
25,00,000
Unclassified Shares of Rs. 100 each.........................................................................
25.00
25.00
625.00
625.00
307.95
306.99
2,55,69,113
(2013 : 2,36,57,485) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued
to ESOP Trust but not allotted to employees .......................................................
12.79
11.83
295.16
295.16
Authorised :
2013
No. of shares
Rupees crores
No. of shares
Rupees crores
61,39,80,756
306.99
61,39,74,839
306.99
5,917
19,11,628
0.96
61,58,92,384
307.95
61,39,80,756
306.99
2,55,69,113
12.79
2,36,57,485
11.83
59,03,23,271
295.16
59,03,23,271
295.16
Less :
(B) The Ordinary (Equity) Shares of the Company rank pari-passu in all respects including voting rights and entitlement to dividend.
(C) Details of Ordinary (Equity) Shares held by shareholders holding more than 5% of the aggregate shares in the Company :
2014
Name of the Shareholder
No. of shares
No. of shares
%
shareholding
7,07,60,790
11.49
6,99,86,970
11.40
7,00,77,205
11.38
6,52,03,016
10.62
5,18,35,214
8.42
5,18,35,214
8.44
3,29,49,467
5.37
2013
%
shareholding
(D)
Issued and Subscribed Share Capital includes an aggregate of 40,647 (2013 : 6,61,99,551) Ordinary (Equity) Shares of Rs. 5 each allotted as
fully paid-up pursuant to Schemes of Arrangement without payment having been received in cash, for a period of five years immediately
preceding the end of the financial year.
169
5.
Capital Reserve :
Balance as at the beginning of the year......................................................................................
Add :
(i) Consequent to change in Groups Interest.........................................................................
(ii) Consequent to sale/disposal of subsidiaries........................................................................
Less :
(i) Refund of grant......................................................................................................................
(ii) Transfer on sale of entity......................................................................................................
(B)
Less :
(i) Consequent to sale/disposal of subsidiaries........................................................................
(ii) Consequent to change in Groups Interest.........................................................................
(C)
Less :
Applied, in accordance with Section 78 of the Companies Act, 1956, towards :
(i)
Writing-off of debenture issue expenses [Net of Tax of Rs. 0.06 crores (2013 :
Rs. 0.05 crores)]......................................................................................................................
(ii) Consequent to change in Groups Interest.........................................................................
2014
2013
23.49
27.37
0.05
0.28
23.54
27.65
3.83
0.33
4.16
23.54
23.49
1,297.77
1,290.40
18.29
9.96
1,316.06
1,300.36
111.91
2.59
111.91
2.59
1,204.15
1,297.77
2,351.02
2,333.54
182.94
0.09
25.88
2,534.05
2,359.42
0.12
0.10
8.30
2,533.93
2,351.02
Less :
Premium on shares issued to ESOP Trust but not allotted to employees [Note 5(O)]...........
259.61
76.67
2,274.32
2,274.35
170
13.99
14.35
0.32
0.35
0.01
13.67
13.99
5.
2013
2,319.79
2,340.03
472.43
473.43
Add :
51.44
22.73
147.76
1.09
0.20
4.20
2,995.62
2,837.48
Less :
317.69
0.52
200.00
119.82
2,875.28
2,319.79
Add :
Bonus shares issued to ESOP Trust but not allotted to employees [Note 5(O)].....................
1.08
1.08
2,876.36
2,320.87
*relating to shares other than those allotted by the Company to the ESOP Trust.
153.57
244.44
110.04
108.68
263.61
353.12
Add :
Less :
199.35
0.20
263.61
153.57
269.68
207.99
Add :
66.29
0.52
200.00
270.20
474.28
Less :
(i) Provision made during the year [Net of tax of Rs. Nil (2013 : Rs. 1.42 crores)].............
3.51
(ii) Transfer to General Reserve [Net of tax of Rs. Nil (2013 : Rs. 0.45 crores)]....................
147.76
1.09
200.00
122.44
269.68
171
5.
2013
90.32
90.32
395.37
301.38
96.05
93.99
0.09
491.33
395.37
Balance as at the beginning of the year ....................................................................................
Consequent to change in Groups Interest..................................................................................
Gain/(Loss) on mark to market of hedging instruments designated and effective as hedges
of future cash flows (net of tax)..................................................................................................
(72.82)
(246.42)
286.81
0.96
(113.21)
(71.86)
(72.82)
(K)
592.51
309.73
(L)
Less
(i)
(ii)
(iii)
344.13
282.78
936.64
592.51
244.15
257.77
39.40
46.61
283.55
304.38
51.44
9.00
25.88
22.73
11.62
223.11
244.15
84.41
112.69
138.70
131.46
*relating to shares other than those allotted by the Company to the ESOP Trust.
(94.51)
(66.40)
(92.45)
(56.34)
:
Transfer to Securities Premium Account on exercise of options during the year...........
Transfer to General Reserve on account of employee stock options*.............................
For options lapsed during the year......................................................................................
172
(186.96)
(122.74)
Less :
Amortisation during the year........................................................................................................
65.95
28.23
(121.01)
(94.51)
5.
2013
12,269.49
9,528.71
79.49
4,666.93
17,015.91
240.84
4,099.20
13,868.75
110.04
472.43
96.05
545.47
53.66
862.25
103.56
2.48
0.48
108.68
473.43
93.99
32.01
798.17
92.98
(N)
Less :
(i) Transfer to Debenture Redemption Reserve (Net).............................................................
(ii) Transfer to General Reserve..................................................................................................
(iii) Transfer to Statutory Reserve...............................................................................................
(iv) Consequent to change in Groups Interest.........................................................................
(v) Groups share of subsidiaries and associates dividend tax...............................................
(vi) Proposed Dividend [Rs. 14.00 per share (2013 : Rs. 13.00 per share)].............................
(vii) Income-tax on Proposed Dividend.......................................................................................
(viii) Dividend for 2012-13 paid on shares issued in June 2013.................................................
(ix) Income-tax on Dividend Paid................................................................................................
2,246.42
1,599.26
14,769.49
12,269.49
23,011.70
19,665.54
* [including Group Share of Joint Ventures Rs. 98.13 crores (2013 : Rs. 74.80 crores)]
(O) The Guidance Note on Accounting for Employee Share-based Payments issued by The Institute of Chartered Accountants of India
requires that shares allotted to a Trust but not transferred to employees be reduced from Share Capital and Reserves and Surplus.
Accordingly, the Company has reduced the Share Capital by Rs. 11.71 crores (2013 : Rs. 10.75 crores) and Securities Premium Account by
Rs. 259.61 crores (2013 : Rs. 76.67 crores) for the 2,34,16,888 shares of Rs. 5 each (2013 : 2,15,05,260 shares of Rs. 5 each) held by the
Trust pending transfer to the eligible employees.
The Share Capital of the Company has also been reduced and the General Reserve increased by Rs. 1.08 crores (2013 : Rs. 1.08 crores)
for the 21,52,225 bonus shares of Rs. 5 each (2013 : 21,52,225 bonus shares of Rs. 5 each) issued by the Company in September, 2005 to
the Trust but not yet transferred by the Trust to the employees.
The above monies which are treated as advance received from the Trust, is included under Other Current Liabilities and Other Long Term
Liabilities.
6. Long Term Borrowings : (contd.)
Rupees crores
(A)
Secured :
(i) Debentures/Bonds..................................................................................................................
(ii) Term Loan from Banks...........................................................................................................
(iii) Term Loan from Other Parties..............................................................................................
(iv) Other Loans.............................................................................................................................
2014
2013
4,628.53
11,280.98
478.19
11.58
16,399.28
549.23
4,496.27
8,963.96
390.84
1.36
13,852.43
273.69
16,948.51
14,126.12
(B)
Unsecured :
(i) Debentures/Bonds..................................................................................................................
(ii) Term Loan from Banks...........................................................................................................
(iii) Fixed Deposits.........................................................................................................................
(iv) Other Loans.............................................................................................................................
1,294.10
2,678.23
2,810.34
1,600.48
594.10
1,740.20
1,979.77
1,420.07
8,383.15
160.09
5,734.14
8,543.24
5,734.14
25,491.75
19,860.26
Secured borrowings are secured by a pari-passu charge on immovable properties of certain entities both present and future, subject to certain
exclusions and are also secured by pari-passu charge on the movable properties of certain entities including movable machinery, machinery
spares, tools and accessories, both present and future, subject to certain exclusions.
The borrowings carry varying rates of interest ranging from 0% to 14.35% and have maturities starting from 2014 and ending with 2063.
173
2013
6,053.79
4,871.45
6,107.42
6,165.95
10,719.50
7,729.90
121.59
230.27
23,002.30
18,997.57
*A
bove amount includes current maturities of long term debt in note 12 and Group
Share of Joint Ventures.
(b) Unsecured* :
1,082.28
713.62
1,519.14
941.53
4,637.48
3,339.67
2,386.62
1,452.94
9,625.52
6,447.76
*A
bove amount includes current maturities of long term debt in note 12 and Group
Share of Joint Ventures.
2013
1,391.04
1,046.55
(ii) Others..............................................................................................................................................
129.63
108.83
1,520.67
1,155.38
2.03
1.22
1,522.70
1,156.60
159.59
158.77
23.55
19.21
(iii) Others..............................................................................................................................................
137.04
84.63
320.18
262.61
0.55
0.49
320.73
263.10
1,201.97
893.50
174
2013
8.64
17.75
(ii) Others...............................................................................................................................................
1.24
8.77
9.88
26.52
0.01
9.88
26.53
9.72
10.22
276.09
205.87
1.66
16.60
(iv) Others...............................................................................................................................................
100.90
132.08
388.37
364.77
3.18
0.12
391.55
364.89
381.67
338.36
# C
onsidered, as there are compensatory timing differences the reversal of which, will result in sufficient future taxable income against which
this can be realised.
8.
2013
130.68
204.84
1,393.07
1,253.11
156.01
160.15
(iv) Others..............................................................................................................................................
705.14
485.30
2,384.90
2,103.40
3.20
2,388.10
2,103.40
Others include dealer deposits, advance from customers, payable for investments, gratuity payable and monies adjusted from share capital
and reserves & surplus on account of shares held by ESOP Trust pending transfer to the eligible employees.
175
2013
1,714.46
1,493.95
67.57
155.64
593.59
503.49
67.72
54.85
145.30
40.31
2,588.64
2,248.24
1.48
3.39
2,590.12
2,251.63
2013
(A) Secured :
(i) Loans repayable on demand from banks and cash credit accounts from banks...........
1,659.49
2,355.33
430.34
57.78
2,089.83
2,413.11
287.90
309.76
2,377.73
2,722.87
(B) Unsecured :
318.71
261.70
60.06
34.33
23.82
349.12
402.59
645.15
0.33
0.46
402.92
645.61
2,780.65
3,368.48
Loans and Advances from Banks are secured by a first charge on certain current assets namely inventories, certain book debts, outstanding
monies, receivables, claims, etc. both present and future.
11. Trade Payables :
Rupees crores
2014
2013
(i) Acceptances....................................................................................................................................
2,820.76
2,714.53
8,962.57
9,181.91
11,783.33
11,896.44
16.51
14.19
11,799.84
11,910.63
176
2013
6,894.39
5,482.31
392.66
203.60
5.74
15.37
75.11
115.44
12.43
11.83
0.47
0.72
2,801.82
2,818.69
10,182.62
8,647.96
296.71
141.50
10,479.33
8,789.46
Group Share of Joint Ventures: Includes Current maturity of long term debt Rs. 241.68 crores
(2013 : Rs 102.76 crores)........................................................................................................................
Other payables mainly include advance from customers, capital creditors, government dues and taxes payable, gratuity payable and salary
deductions payable.
2013
310.21
253.49
862.25
798.17
103.56
92.98
555.29
478.48
88.08
41.90
53.71
43.74
10.23
10.23
274.81
287.32
(ix) Others..............................................................................................................................................
239.73
27.35
2,497.87
2,033.66
0.67
1.10
2,498.54
2,034.76
177
178
22.07
70.85
12.07
18.42
353.73
482.23
14.05
15.49
1,445.96
1,788.99
16.24
22.66
41.46
36.05
163.65
131.91
46.64
99.70
100.33
2,215.57
2,666.93
92.53
96.97
2,308.10
2,763.90
570.94
547.08
6,661.29
5,965.39
64.97
52.96
22,010.77
19,553.06
112.64
88.58
217.29
189.71
1,109.71
1,020.36
56.82
56.82
424.58
361.35
1.34
1.34
33,843.87
30,207.88
43.70
698.53
33,887.57
30,906.41
Land Leasehold...........................
Buildings Freehold......................
Buildings Leasehold....................
Office Equipment...........................
Aircraft............................................
Vehicles Freehold........................
Vehicles Leasehold......................
Sub Total.........................................
Additions
during the
year
2,613.52
2,371.23
Cost/
Professional
valuation as
at 31st March,
2013
Land Freehold..............................
A : Tangible Assets
Description of Assets
2,962.09
1,324.04
0.38
2,962.09
1,323.66
11.99
4.91
121.23
27.42
5.80
0.39
18.11
1.40
1,939.68
860.74
1.30
0.17
517.47
248.77
15.72
5.44
330.79
174.42
Other
Adjustments
during the
year
3,469.95
1,106.78
0.17
752.18
3,469.78
354.60
1.34
66.44
42.01
285.21
69.98
35.07
8.86
8.03
2,508.93
192.02
9.49
3.65
411.05
35.10
85.03
59.19
2.98
Deductions
and
Adjustments
during the
year
35,687.81
33,887.57
136.06
43.70
35,551.75
33,843.87
1.34
469.83
424.58
103.46
56.82
1,109.38
1,109.71
229.48
217.29
138.96
112.64
22,887.48
22,010.77
70.83
64.97
7,121.44
6,661.29
513.70
570.94
2,907.19
2,613.52
Cost/
Professional
valuation
as at 31st
March, 2014
16,096.96
14,467.52
11.94
368.45
16,085.02
14,099.07
0.14
0.14
188.55
164.35
6.83
3.64
673.97
627.12
94.15
76.48
67.18
59.06
13,238.07
11,595.27
24.89
18.35
1,750.22
1,523.15
41.02
31.51
Depreciation
upto 31st
March, 2013
1,801.22
1,651.14
6.12
33.13
1,795.10
1,618.01
56.61
49.54
5.37
3.19
94.16
90.11
26.17
22.22
8.73
7.06
1,419.78
1,266.89
11.74
9.46
163.27
160.45
9.27
9.09
Depreciation
for 2013-2014
817.33
21.70
0.10
389.64
817.23
(367.94)
0.14
40.87
25.34
117.59
43.26
23.29
4.55
(11.34)
(1.06)
601.90
(375.91)
4.65
2.92
27.71
(66.62)
12.42
(0.42)
Deductions and
Adjustments of
Depreciation
17,080.85
16,096.96
17.96
11.94
17,062.89
16,085.02
0.14
204.29
188.55
12.20
6.83
650.54
673.97
97.03
94.15
87.25
67.18
14,055.95
13,238.07
31.98
24.89
1,885.78
1,750.22
37.87
41.02
Depreciation
upto 31st
March, 2014
18,606.96
17,790.61
118.10
31.76
18,488.86
17,758.85
1.20
265.54
236.03
91.26
49.99
458.84
435.74
132.45
123.14
51.71
45.46
8,831.53
8,772.70
38.85
40.08
5,235.66
4,911.07
475.83
529.92
2,907.19
2,613.52
Net Balance
before
Impairment
as at 31st
March, 2014
2,548.67
2,259.63
2,548.67
2,259.63
7.86
8.13
30.08
28.25
0.15
0.04
1,470.51
1,300.32
0.86
0.24
1,039.21
922.65
Impairment
as at 31st
March, 2014
16,058.29
15,530.98
118.10
31.76
15,940.19
15,499.22
1.20
257.68
227.90
91.26
49.99
428.76
407.49
132.30
123.10
51.71
45.46
7,361.02
7,472.38
37.99
39.84
4,196.45
3,988.42
475.83
529.92
2,907.19
2,613.52
Net Balance
after
Impairment
as at 31st
March, 2014
Rupees crores
379.30
341.36
137.23
56.19
3.30
1.94
26.22
8.53
546.09
436.69
0.34
4.95
546.43
441.64
2,854.53
3,205.54
1,882.27
1,460.76
335.44
280.15
4.11
4.11
3.73
3.73
0.62
37.53
34.11
44.26
56.98
2,412.10
2,014.63
0.29
11.25
2,412.39
2,025.88
36,299.96
32,932.29
Development Expenditure.............
Computer Software........................
Websites...........................................
Non-Compete Fees..........................
Vacation Ownership.......................
Trademarks.......................................
Other Intangible.............................
Sub Total..........................................
0.04
28.67
Additions
during the
year
104.76
174.17
Cost/
Professional
valuation
as at 31st
March, 2013
Technical Knowhow........................
B : Intangible Assets
Description of Assets
3,129.95
1,401.61
77.57
167.86
0.25
77.32
167.86
7.17
(16.74)
3.93
1.48
14.74
3.70
142.02
88.88
Other
Adjustments
during the
year
4,620.87
1,239.48
132.70
1,150.92
16.16
116.54
1,150.92
12.64
4.51
14.82
0.62
1.50
70.24
4.60
1,051.72
8.73
98.08
Deductions
and
Adjustments
during the
year
37,663.57
36,299.96
2,412.39
1,975.76
0.63
0.29
2,412.10
1,975.13
65.01
44.26
29.94
37.53
2.23
3.73
4.11
4.11
417.17
335.44
1,351.87
1,882.27
104.80
104.76
Cost/
Professional
valuation
as at 31st
March, 2014
17,726.77
15,720.19
1,252.67
1,629.81
0.19
6.29
1,246.38
1,629.62
16.40
26.62
25.84
22.58
0.62
1.84
1.44
3.95
3.78
270.13
206.27
1,253.47
850.13
57.99
134.94
Depreciation/
Amortisation
upto 31st
March, 2013
2,169.89
2,094.15
443.01
368.67
0.07
4.30
438.71
368.60
10.04
5.76
2.89
2.50
0.16
0.40
0.11
0.17
66.82
65.72
267.57
343.04
21.01
21.12
Depreciation/
Amortisation
for 2013-2014
1,822.71
87.57
65.87
1,005.38
10.40
55.47
1,005.38
4.57
15.98
10.82
(0.76)
0.62
53.97
1.86
936.02
(60.30)
98.07
Deductions and
Adjustments of
Depreciation/
Amortisation
18,073.95
17,726.77
1,629.81
993.10
0.26
0.19
1,629.62
992.84
21.87
16.40
17.91
25.84
2.00
1.84
4.06
3.95
282.98
270.13
585.02
1,253.47
79.00
57.99
19,589.62
18,573.19
782.58
982.66
0.37
0.10
782.48
982.29
43.14
27.86
12.03
11.69
0.23
1.89
0.05
0.16
134.19
65.31
766.85
628.80
25.80
46.77
Net Balance
Depreciation/
before
Amortisation
upto 31st Impairment as
at 31st
March, 2014
March, 2014
2,552.65
2,263.19
3.56
3.98
3.56
3.98
3.85
3.38
0.13
0.18
Impairment
as at 31st
March, 2014
17,036.97
16,310.00
779.02
978.68
0.37
0.10
778.92
978.31
39.29
24.48
11.90
11.51
0.23
1.89
0.05
0.16
134.19
65.31
766.85
628.80
25.80
46.77
Net Balance
after
Impairment
as at 31st
March, 2014
Rupees crores
179
2014
Gross Block
Accumlated
Depreciation
Net Block
Depreciation
charge for
the year
Building Freehold............................................................................
110.53
108.65
9.75
7.36
100.78
101.29
2.39
2.12
11.86
11.08
2.27
2.06
9.59
9.02
0.21
0.88
13.91
13.91
7.33
5.87
6.58
8.04
1.46
1.47
Total.....................................................................................................
136.30
133.64
19.35
15.29
116.95
118.35
4.06
4.47
Particulars
(a) Other Adjustments during the year includes Translation difference of opening balance, Difference in exchange and Interest capitalised.
(b) Depreciation charge for the year excludes :
(i) An amount of Rs. 0.32 crores (2013 : Rs. 0.35 crores), representing depreciation on the increase due to revaluation of Land and
Buildings transferred from Revaluation Reserve.
(c) The Revaluation Reserve is adjusted for an amount of Rs. Nil (2013 : Rs. 0.01 crores) in respect of revalued Land and Building sold/
demolished during the year.
(d) Impairment charge for the year to Statement of Profit & Loss is given below :
Rupees crores
Charge for the year
Particulars
Building Leasehold.............................................................................................................................................
0.86
3.74
Office Equipment..................................................................................................................................................
0.14
0.44
Trademarks.............................................................................................................................................................
0.17
Computer Software...............................................................................................................................................
Total........................................................................................................................................................................
0.03
5.38
(e) Addition to tangible and intangible assets and depreciation/amortisation for the year include the following assets and accumulated
depreciation/amortisation taken over on acquisition of subsidiaries :
Rupees crores
As at 31st March, 2014
Description of Assets
180
Cost
Accumulated
Depreciation/
Amortisation
Cost
Accumulated
Depreciation/
Amortisation
Land Freehold..................................................................
34.94
Buildings Freehold...........................................................
48.02
10.10
3.02
1.48
2.59
1.11
Vehicles................................................................................
0.22
0.14
Office Equipment...............................................................
0.81
0.65
Computer Software............................................................
0.08
0.07
Other Intangible.................................................................
3.41
0.39
Total.....................................................................................
93.09
13.94
15. (A) Non Current Investments (At Cost, unless otherwise specified)
Rupees crores
2014
Long Term
2013
Long Term
2.10
9.38
1.77
12.03
11.48
13.80
3,645.28
2,747.44
3,656.76
2,761.24
122.58
94.42
122.58
94.42
Quoted :
(i) In Other Companies.......................................................................................................................
2.36
2.39
2.36
2.39
3,781.70
2,858.05
5.53
11.82
5.64
15.17
17.35
20.81
35.23
33.61
52.58
54.42
1,567.15
0.01
1,562.93
1,567.15
1,562.94
Quoted :
(i) Government Securities
Investment in Government/Trust Securities.......................................................................................
378.96
241.68
1,946.11
1,804.62
160.09
3.19
2.81
5,943.67
0.06
4,719.90
0.06
5,943.73
91.36
4,719.96
93.76
5,852.37
4,626.20
4,026.60
12,685.25
1,917.13
2,991.51
6,844.81
1,728.45
Other Disclosures :
(i) Aggregate amount of quoted Investments (Gross)...................................................................
Market Value of quoted Investments..........................................................................................
(ii) Aggregate amount of unquoted Investments (Gross)..............................................................
181
2014
Current
2013
Current
12.24
57.37
1.91
78.32
1,342.89
811.14
910.28
813.79
10.00
10.00
2,233.64
0.01
1,814.30
0.01
2,233.65
3.67
1,814.31
0.10
2,229.98
1,814.21
79.61
76.17
2,154.04
90.23
90.13
1,724.08
Other Disclosures :
(i) Aggregate amount of quoted Investments (Gross)...................................................................
Market Value of quoted Investments..........................................................................................
(ii) Aggregate amount of unquoted Investments (Gross)..............................................................
16. Long Term Loans and Advances : (contd.)
Rupees crores
2014
2013
475.24
1.69
587.28
2.92
476.93
1.69
584.36
475.24
304.38
1.70
584.36
2.92
264.80
1.22
306.08
1.70
266.02
1.22
304.38
264.80
7.22
10.00
7.00
10.00
17.22
10.00
17.00
10.00
7.22
7.00
182
16,335.53
376.29
13,333.01
162.15
16,711.82
179.56
13,495.16
91.72
16,532.26
13,403.44
Rupees crores
2014
2013
4.45
3,012.21
8.35
6.30
2,227.21
10.30
3,025.01
2,243.81
8.35
10.30
3,016.66
2,233.51
20,444.88
919.53
16,383.99
588.60
21,364.41
16,972.59
Other Loans and Advances includes VAT receivable, payment towards income-tax & surtax, other recoverable expenses and advances to
employees.
17. Other Non-Current Assets :
Rupees crores
2014
2013
384.42
0.42
329.63
0.44
384.84
0.42
330.07
0.44
384.42
329.63
(B) Others
105.47
52.66
489.89
15.48
382.29
15.37
505.37
397.66
18. Inventories :
Rupees crores
2014
2013
(i)
Raw Materials and Bought-out Components [includes in transit Rs. 599.76 crores
(2013 : Rs. 648.70 crores)]..............................................................................................................
(ii) Contracts and Work-in-Progress...................................................................................................
(iii) Work-in-Progress Property Development Activity and Long term Contracts.......................
(iv) Manufactured Components...........................................................................................................
(v) Finished Products produced..........................................................................................................
(vi) Stock-in-Trade [includes in transit Rs. 54.33 crores (2013 : Rs. 121.15 crores)]........................
(vii) Stores and spares............................................................................................................................
(viii) Loose Tools......................................................................................................................................
(ix) Food, Beverages, Smokes and Operating Supplies.....................................................................
2,988.12
544.21
1,572.34
144.43
2,256.48
572.93
112.76
48.77
10.17
3,152.11
684.81
1,558.81
156.90
2,066.15
602.67
122.54
56.36
7.17
8,250.21
103.33
8,407.52
9.38
8,353.54
8,416.90
183
2013
3.46
175.46
0.53
122.60
178.92
123.13
477.55
5,043.89
532.64
4,499.96
5,521.44
5,032.60
132.86
4.49
119.86
10.73
137.35
130.59
137.35
130.59
5,700.36
5,155.73
25.06
21.24
5,725.42
5,176.97
Outstanding for a period exceeding six months from the date they are due for payment
Others...............................................................................................................................................
Outstanding for a period exceeding six months from the date they are due for payment
Others...............................................................................................................................................
(C) Doubtful
Outstanding for a period exceeding six months from the date they are due for payment
Others...............................................................................................................................................
Less : Provision for doubtful Trade Receivables..........................................................................
2013
1,396.10
2,634.24
1,535.26
1,804.42
4,030.34
545.34
32.50
24.66
3,339.68
445.67
25.88
11.61
4,632.84
3,822.84
33.21
38.81
184
459.49
1,386.29
221.63
836.34
1,845.78
10.96
1,057.97
16.92
1,889.95
1,113.70
6,522.79
4,936.54
* Includes deposits of Rs. 260.84 crores (2013 : Rs. 122.69 crores) with maturity greater than 12 months from Balance Sheet date.
2013
65.41
8.56
Doubtful........................................................................................................
5.84
6.42
71.25
14.98
5.84
6.42
65.41
8.56
11,636.67
9,566.95
Doubtful........................................................................................................
877.26
477.19
12,513.93
10,044.14
449.46
287.69
12,064.47
9,756.45
68.82
36.31
3,200.73
3,035.27
Doubtful........................................................................................................
48.31
47.27
3,317.86
3,118.85
48.31
47.27
3,269.55
3,071.58
15,399.43
12,836.59
442.71
169.97
15,842.14
13,006.56
Other Loans and Advances includes balances with government authorities, MAT credit entitlement, advance to suppliers, other recoverable
expenses, deposits and prepaid expenses.
22. Other Current Assets :
Rupees crores
2014
2013
254.90
366.98
(ii) Others...............................................................................................................................................
671.01
485.27
925.91
852.25
26.16
23.56
899.75
20.81
828.69
16.57
920.56
845.26
185
2013
Sale of Products....................................................................................................
Sale of Services.....................................................................................................
Group Share of Joint Ventures ..........................................................................
68,940.89
2,134.37
85.41
64,638.16
2,004.28
1,279.49
71,160.67
67,921.93
548.45
110.34
395.05
5,114.20
0.11
433.57
408.10
60.14
492.03
191.32
477.54
3,976.01
0.52
365.88
537.25
9.40
7,069.96
6,049.95
78,230.63
4,229.70
73,971.88
5,278.39
74,000.93
68,693.49
5.54
303.43
2013
5.95
139.27
308.97
0.21
89.44
10.56
93.74
145.22
0.15
79.31
76.69
1.23
83.25
502.92
2.17
385.85
3.09
505.09
388.94
(ii)
(iii)
(iv)
(v)
(vi)
186
2014
2013
Opening Stock.........................................................................................................................................
Add : Purchases ......................................................................................................................................
3,152.11
42,920.09
2,713.83
39,693.94
46,072.20
(104.10)
42,407.77
45,968.10
2,988.12
42,407.77
3,152.11
42,979.98
202.15
70.42
39,255.66
91.47
62.37
43,252.55
39,409.50
26. Changes in Inventories of Finished Goods, Work-in-Progress, Stock-in-Trade and Manufactured Components :
Rupees crores
2014
2013
2,066.15
684.81
602.67
156.90
1,956.85
750.23
470.98
112.30
3,510.53
3,290.36
(92.33)
(206.91)
(1.49)
0.07
(300.73)
0.07
2,256.48
544.21
572.93
144.43
2,066.15
684.81
602.67
156.90
3,518.05
3,510.53
(308.25)
(46.81)
118.00
(1.91)
(220.10)
48.58
43.78
(0.26)
Increase in Stock......................................................................................................................................
(238.97)
(128.00)
Opening Stock :
(i) Finished Products Produced...........................................................................................................
(ii) Contracts and Work-in-Progress...................................................................................................
(iii) Stock-in-Trade..................................................................................................................................
(iv) Manufactured Components...........................................................................................................
Add : Stock on Acquisition/(Disposal):
(i) Finished Products Produced...........................................................................................................
(ii) Contracts and Work-in-Progress...................................................................................................
(iii) Stock-in-Trade..................................................................................................................................
(iv) Manufactured Components...........................................................................................................
Less: Closing Stock
(i) Finished Products Produced...........................................................................................................
(ii) Contracts and Work-in-Progress...................................................................................................
(iii) Stock-in-Trade..................................................................................................................................
(iv) Manufactured Components...........................................................................................................
2014
2013
5,679.08
510.86
76.66
604.82
4,986.02
488.30
88.26
622.57
6,871.42
6,185.15
14.52
633.92
6,885.94
6,819.07
2013
2,812.00
120.74
2,155.86
111.35
2,932.74
21.19
2,267.21
29.79
2,953.93
2,297.00
187
2013
Stores consumed.......................................................................................
394.77
370.27
(ii)
Tools consumed.........................................................................................
67.45
96.78
(iii)
923.38
936.88
(iv)
362.05
321.16
(v)
156.76
126.83
(vi) Insurance....................................................................................................
88.94
77.48
(i)
(a) Buildings............................................................................................
76.40
62.26
(b) Machinery..........................................................................................
331.35
336.49
(c) Others................................................................................................
181.25
176.01
589.00
574.76
(viii) Advertisement...........................................................................................
507.56
439.80
(ix)
844.03
602.79
(x)
Freight outward........................................................................................
1,906.34
1,742.66
(xi)
879.89
725.66
877.98
655.32
376.87
323.75
470.39
401.88
1,064.47
935.92
(xvi) Provision for doubtful trade and other receivables, loans and advances....
294.74
103.98
38.56
33.89
3.57
(1.84)
2,459.63
2,299.58
12,306.38
10,767.55
35.53
364.89
12,341.91
11,132.44
(xviii)
Excess of carrying cost over fair value of current investments
(Net)...........................................................................................................
Excess of carrying cost over fair value of current investments,
(xix)
reversed (Net)............................................................................................
(xx) Miscellaneous expenses............................................................................
30. (a) During the year, Mahindra & Mahindra Financial Services Ltd. (MMFSL) has without recourse securitised on at par basis vide PTC
route loan receivables of 47,122 contracts (2013 : 54,374 contracts) amounting to Rs. 1,262.93 crores (2013 : Rs. 1,433.61 crores) for a
consideration of Rs. 1,262.93 crores (2013 : Rs. 1,433.61 crores) and de-recognised the assets from the books.
(b)
During the year, MMFSL has without recourse assigned loan receivables of 6,490 contracts (2013 : Nil contracts) amounting to
Rs. 198.51 crores (2013 : Rs. Nil) for a consideration of Rs. 155.54 crores (2013 : Rs. Nil) towards 90% of receivables assigned and
de-recognised the assets from the books. Out of the total receivables, an amount of Rs. 19.85 crores equivalent to 10% of the receivables
have been recognized as Retained interest in assignment transactions representing Minimum Retention Requirement (MRR) as required
under revised guidelines on securitization transactions vide RBI Circular dated August 21, 2012.
The amount of profit in cash of Rs. 3.15 crores on this assignment transaction has been held under an accounting head
Cash profit on loan transfers under assignment transactions pending recognition and the same is amortized in line with above
referred guidelines.
188
31. (a) Provision for warranty relates to warranty provision made in respect of sale of certain products, the estimated costs of which are
accrued at the time of sale.
(b)
Provision on standard assets relates to those created under regulatory compliances of certain financial enterprises consolidated.
The movement in above provisions is as follows :
Rupees crores
Warranty
Balance as at 1 April............................................................
st
Standard Assets
2014
2013
2014
2013
981.97
874.15
98.59
45.61
582.05
548.03
22.84
52.98
1,564.02
1,422.18
121.43
98.59
486.28
486.87
Add :
Provision made during the year..........................................
Less :
Utilisation during the year...................................................
9.89
1,067.85
935.31
121.43
98.59
81.03
46.66
Balance as at 31 March.......................................................
1,148.88
981.97
121.43
98.59
555.29
478.48
53.71
43.74
Classified as Non-Current.....................................................
593.59
503.49
67.72
54.85
Total.......................................................................................
1,148.88
981.97
121.43
98.59
Few entities provide post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a
specified age through mediclaim policy on which the premiums are paid by the Company. The eligibility of the employee for the benefit as
well as the amount of medical cover purchased is determined by the grade of the employee at the time of retirement.
M&M operates a post retirement benefit scheme for a certain grade of employees in which a monthly allowance determined on the basis of
the last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.
189
Unfunded Plan
Gratuity
A.
2014
2013
2014
2013
50.70
44.49
183.38
130.12
1.04
0.86
2.08
1.74
30.09
31.04
1.31
1.20
2.64
2.18
44.38
41.53
(31.10)
(29.40)
4. Actuarial (Gains)/Losses...................................
21.18
11.82
0.13
0.02
12.86
(1.90)
0.08
(53.55)
(0.07)
0.01
(0.03)
83.33
68.51
210.48
245.59
1.40
2.02
1.68
7.52
636.96
569.32
1,162.75
864.49
16.37
15.53
32.13
31.46
(2.99)
125.12
(0.95)
(0.04)
(3.04)
3.60
448.30
425.19
0.04
0.01
8.21
7.44
(188.70)
(144.14)
(1,154.54)
(857.05)
(16.37)
(15.53)
(32.13)
(31.46)
(37.80)
(24.59)
(2.15)
(1.73)
(0.64)
(0.75)
(1.01)
(1.01)
(150.90)
(119.55)
(1,152.39)
(855.32)
(15.73)
(14.78)
(31.12)
(30.45)
569.32
500.99
864.49
1,024.92
15.53
13.87
31.46
24.95
119.53
77.42
0.38
0.75
(51.71)
st
(0.23)
(12.73)
50.70
44.49
183.38
130.12
1.04
0.86
2.08
1.74
6. Interest Cost......................................................
44.38
41.53
30.09
31.04
1.31
1.20
2.64
2.18
7. Actuarial (Gains)/Losses...................................
26.83
18.70
(2.99)
125.12
(0.95)
(0.01)
(3.04)
3.60
8. Benefits paid.....................................................
(41.44)
(36.79)
(32.50)
(485.28)
(0.56)
(0.39)
(1.01)
(1.01)
0.13
0.02
12.86
636.96
569.32
1,162.75
864.49
16.37
15.53
32.13
31.46
190
Post Retirement
Housing Allowance
2014
2013
2. Interest Cost......................................................
st
C.
Post Retirement
Medical Benefits
2014
2013
B.
Gratuity
Rupees crores
Funded Plan
Unfunded Plan
Gratuity
D.
E.
Post Retirement
Medical Benefits
2014
2013
Post Retirement
Housing Allowance
2014
2013
2014
2013
2014
2013
425.19
384.51
1.09
(7.38)
31.10
29.40
6. Actuarial Gains/(Losses)...................................
5.65
6.88
7. Contributions by employer.............................
34.10
41.19
0.56
0.39
(41.44)
(36.79)
(0.56)
(0.39)
1.01
(1.01)
1.01
(1.01)
448.30
425.19
33.98
30.77
100.00%
100.00%
8.00% 9.35%
7.50% 9.50%
7.90% 8.50%
3.66% 9.30%
3.02% 8.30%
7.95% 8.00%
9.05%
8.00%
8.95% 9.05%
3. Attrition rate.....................................................
1.00% 25.00%
1.00% 25.00%
1.00% 25.00%
1.00% 7.00%
1.00% 10.00%
7.00%
7.00%
7.00%
F.
Gratuity
Actuarial Assumptions
1. Discount Rate....................................................
2. Expected rate of return on Plan Assets.........
7.50% 12.30%
* In the absence of detailed information regarding plan assets which is funded with Insurance Companies, the composition of each major category of plan
assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed.
Rupees crores
G.
0.39
(0.32)
2.19
(1.84)
0.37
(0.31)
2.10
(1.84)
Previous Year
191
Rupees crores
H.
Experience Adjustments
Period Ended
2013
2012
2014
2011
2010
500.99
435.87
378.12
Gratuity (Funded)
636.96
569.32
448.30
425.19
384.51
338.13
305.04
Surplus/(Deficit)..........................................................................................
(188.70)
(144.14)
(116.48)
(97.74)
(73.08)
74.10
7.86
20.90
0.41
13.40
6.50
10.89
8.97
(0.41)
4.92
1,154.54
857.05
1,024.92
781.33
46.30
(857.05)
(1,024.92)
(781.33)
(46.30)
Gratuity (Unfunded)
Surplus/(Deficit)..........................................................................................
(1,154.54)
(1.20)
16.37
15.53
13.87
14.36
9.88
Surplus/(Deficit)..........................................................................................
(16.37)
(15.53)
(13.87)
(14.36)
(9.88)
1.07
(0.67)
(0.16)
(0.36)
5.21
21.38
4.10
(2.36)
0.26
32.13
31.46
24.95
16.18
10.99
Surplus/(Deficit)..........................................................................................
(32.13)
(31.46)
(24.95)
(16.18)
(10.99)
0.75
2.55
6.28
(1.41)
0.15
B.
C.
192
2013
Expense recognised in the Statement of Profit and Loss for the year ended 31 March
st
1.
1.18
2.
Interest Cost.................................................................................................................................
6.30
3.
Actuarial (Gains)/Losses..............................................................................................................
29.03
4.
0.03
5.
36.54
154.53
2.
(154.53)
st
154.53
124.80
2.
2.29
3.
4.
1.18
5.
Interest Cost.................................................................................................................................
6.30
(154.53)
6.
Actuarial (Gains)/Losses..............................................................................................................
29.03
7.
Benefits paid................................................................................................................................
(9.10)
8.
0.03
9.
154.53
(a) Excise Duty, Sales Tax and Service Tax claims disputed by the Company relating to issues of applicability and classification
aggregating Rs. 1,868.92 crores before tax (2013 : Rs. 1,644.70 crores before tax).
(b) Other matters (excluding claims where amounts are not ascertainable) : Rs. 522.97 crores before tax (2013 : Rs. 576.15 crores
before tax).
(c) Claims on capital account : Rs. Nil (2013 : Rs. 5.67 crores).
(d) Group Share of Joint Ventures : Rs. 1.02 crores before tax (2013 : Rs. 5.31 crores before tax).
(a)
Demands not acknowledged as debts and not provided for, relating to issues of deductibility and taxability in respect
of which the matters are in appeal and exclusive of the effect of similar matters in respect of assessments remaining
to be completed :
Income Tax matters : Rs. 598.36 crores (2013 : Rs. 386.62 crores).
Group Share of Joint Ventures : Rs. 4.72 crores (2013 : Rs. 0.76 crores).
(b) Items which have succeeded in appeal, but the Income Tax Department is pursuing/likely to pursue in appeal/reference and
exclusive of the effect of similar matters in respect of assessments remaining to be completed :
Income Tax matters : Rs. 177.23 crores (2013 : Rs. 120.36 crores).
Surtax matters : Rs. 0.40 crores (2013 : Rs. 0.13 crores).
(iii) Bills discounted not matured Rs. 16.52 crores (2013 : Rs. 96.39 crores).
(iv)
Corporate undertaking on assignment/securitisation by Mahindra & Mahindra Financial Services Limited Rs. 604.13 crores
(2013 : Rs. 744.94 crores).
(v) Work-in-Progress - Property Development Activity and Long Term Contract include Rs. 71.46 crores (2013 : Rs. 71.46 crores) on
account of a project, where commencement of construction has been delayed on account of a dispute between the land-owner
and Mahindra Lifespace Developers Limited (MLDL), presently referred to arbitration. Post year end, the parties have entered into
mutually agreed consent terms and the arbitration award has been issued in accordance with the consent terms, as a result of which
this amounts are expected to be recovered either by sale or joint development of the property.
(vi) The Customs, Excise and Service Tax Appellate Tribunal (CESTAT) by its order dated 7th December, 2009 has rejected the Companys
appeal against the order dated 30 th March, 2005 passed by the Commissioner of Central Excise (Adjudication), Navi Mumbai
confirming the demand made on the Company for payment of differential excise duty (including penalty) of Rs. 304.10 crores in
connection with the classification of Companys Commander range of vehicles, during the years 1991 to 1996. Whilst the Company
had classified the Commander range of vehicles as 10-seater attracting a lower rate of excise duty, the Commissioner of Central
Excise (Adjudication), Navi Mumbai, has held that these vehicles could not be classified as 10-seater as they did not fulfil the
requirement of 10-seater vehicles, as provided under the Motor Vehicles Act, 1988 (MVA) and Maharashtra Motor Vehicles Rules,
1989 (MMVR) and as such attracted a higher rate of excise duty.
In earlier collateral proceedings on this issue, the CESTAT had by an order dated 19th July, 2005 settled the controversy
in the Companys favour. The CESTAT had accepted the Companys submission that MVA and MMVR could not be referred
to for determining the classification for the purpose of levy of excise duty and rejected the Departments appeal against the
order of the Collector, Central Excise classifying the Commander range of vehicles as 10-seater. While the Departments appeal
against the CESTAT order dated 19th July, 2005 has been admitted, the Supreme Court of India has not stayed the operation
of this order.
The Company has filed an appeal in the Supreme Court against the aforesaid order dated 7th December, 2009 inter alia, on the
grounds that the MVA and MMVR cannot be referred to for the purpose of determining the excise classification, as has been
repeatedly held by various judicial fora, including the Supreme Court and particularly by CESTAT vide its order dated 19 th July, 2005
in the Companys own case referred to above.
Without prejudice to the grounds raised in this appeal, the Company has paid an amount of Rs. 40.00 crores in January, 2010. The
Supreme Court has admitted the Companys appeal and has stayed the recovery of the balance amount till further orders.
193
(vii) In respect (i) and (ii) of the above, it is not praticable for the Company to estimate the closure of these issues and the consequential
timings of cash flows, if any.
(B) Commitments
The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2014 is
Rs. 1,808.67 crores (2013 : Rs. 1,240.71 crores).
Group Share of Joint Ventures : Rs. 0.29 crores (2013 : Rs. 1.30 crores).
34. Research and Development Expenditure debited to the Statement of Profit and Loss, including certain expenditure based on allocations made
aggregate Rs. 674.89 crores (2013 : Rs. 667.05 crores).
Group Share of Joint Ventures : Rs. 0.30 crores (2013 : Rs. 0.03 crores).
35. The net difference in foreign exchange loss debited to the Statement of Profit and Loss is Rs. 1.34 crores (2013 : gain of Rs. 37.62 crores).
36. Matters pertaining to erstwhile Satyam Computers Services Limited (SCSL) :
In the financial statements of Tech Mahindra Limited (TML) for the year ended March 31, 2014, TML has, inter-alia, referred to certain letters,
received by the erstwhile SCSL in 2009, from thirty seven companies requesting confirmation by way of acknowledgement for receipt of
certain alleged amounts referred to as alleged advances. These letters were followed by legal notices from these companies in August,
2009, claiming repayment of Rs. 1,230.40 crores allegedly given as temporary advances. The legal notices also claim damages/compensation
@18% per annum from date of advance till date of repayment. The erstwhile Satyam has not acknowledged any liability to any of the thirty
seven companies and has replied to the legal notices stating that the claims are legally untenable.
Based on legal opinion, the erstwhile SCSL managements view, which is also TMLs managements view, the claim regarding repayment
of alleged advances (including interest thereon) of the 37 Companies are not legally tenable. Accordingly, in the opinion of the TMLs
Management, even in the unlikely event that the principal amount of the claims of the 37 companies are held to be tenable and TML is
required to repay these amounts, such an eventuality will not have an adverse bearing on either TMLs profits or its reserves in that period,
since TML has been legally advised that no damages/compensation/interest would be payable even in such an unlikely event.
However, pending the final outcome of the recovery suit filed by the 37 companies and other related matters, TML, as a matter of
prudence, at this point of time, is continuing to classify, as had the erstwhile SCSL, the amounts of the alleged advances as
Amounts Pending Investigation Suspense Account (Net), and the same would be appropriately dealt with/reclassified when the final
outcome becomes clearer.
37. Exceptional items (net) of Rs. 317.85 crores (credit) [2013 : Rs. 452.50 crores (credit)], comprise :
Rupees crores
2014
(i) Profit on change in ownership interest in subsidiaries/disposal of subsidiaries (Net)..........
368.18
(ii) Others..............................................................................................................................................
(50.33)
317.85
194
2013
453.85
(1.35)
452.50
2013
4,666.93
4,099.20
Profit for the year for diluted earnings per share (Rupees crores)...............................................
4,666.93
4,099.20
Weighted average number of Ordinary (Equity) Shares used in computing basic earnings
per share..............................................................................................................................................
59,03,23,271
58,97,55,261
2,51,23,100
2,42,30,839
Weighted average number of Ordinary (Equity) Shares used in computing diluted earnings
per share..............................................................................................................................................
61,54,46,371
61,39,86,100
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share).......................................................
79.06
69.51
75.83
66.76
(a) Names of related parties where transactions have taken place during the year :
(i) Associates :
Sl. No.
2.
3.
4.
rd
5.
6.
1.
1.
2.
2.
Mr. B. N. Doshi
3.
Executive Director and President (Automotive & Farm Equipment Sectors) ..........
(w.e.f. 23rd September, 2013)
Sl. No.
1.
Sl. No.
1.
2.
3.
4.
195
Nature of Transactions
1.
Purchases :
Goods....................................................................................
Fixed Assets..........................................................................
Services.................................................................................
Associate
Companies
Services.................................................................................
819.86
188.31
(177.54)
()
()
2.06
(0.25)
()
()
()
26.15
Redemption/Conversion.....................................................
To Parties..............................................................................
Managerial Remuneration.................................................
Stock Options.......................................................................
(0.10)
(5.56)
()
()
9.19
7.44
(2.96)
(0.15)
()
0.52
(17.13)
( )
()
()
()
()
0.85
(0.97)
()
()
()
4.03
0.09
(3.90)
(0.66)
()
()
14.77
()
()
(7.83)
()
()
()
(#)
()
65.05
(22.50)
10.00
(20.00)
()
Interest Income....................................................................
196
(0.04)
Finance :
Inter Corporate Deposits given.........................................
()
Deputation of Personnel :
From Parties.........................................................................
7.
()
21.70
(8.00)
6.
()
6.12
(8.00)
5.
5.25
Investments :
Purchases/Subscribed/Conversion......................................
4.
Welfare
Funds
Sales :
Goods....................................................................................
3.
KMP/KMP
Exercising
Significant
Influence
(547.79)
(9.40)
2.
Joint
Ventures/Joint
Ventures of
Subsidiaries **
342.56
(2.90)
446.66
(0.60)
320.17
()
3.01
21.70
(0.84)
(0.69)
()
()
()
()
()
()
0.02
()
()
Nature of Transactions
Associate
Companies
Joint
Ventures/Joint
Ventures of
Subsidiaries **
KMP/KMP
Exercising
Significant
Influence
Welfare
Funds
0.36
()
()
()
()
Dividend received................................................................
53.32
(5.36)
3.54
(27.81)
()
()
Dividend distributed...........................................................
()
()
93.46
(21.45)
69.92
(67.23)
Interest Expense..................................................................
8.
Other Transactions :
Other Income.......................................................................
0.41
(0.33)
Other Expenses....................................................................
3.54
()
4.17
(1.20)
1.37
()
9.
Receivable............................................................................
Debenture/Bonds issued by parties..................................
Inter Corporate Deposits Given.........................................
Inter Corporate Deposits Taken.........................................
()
()
()
()
()
()
()
()
32.97
3.41
(36.69)
(3.76)
()
18.39
51.98
1.07
(4.84)
(4.73)
Advances Given....................................................................
Advances Refunded.............................................................
()
(17.00)
()
()
10.25
(9.59)
(5.33)
()
()
0.50
()
()
()
11.66
10.00
(11.66)
()
()
(10.00)
0.14
()
320.17
()
17.00
65.78
(0.76)
13.
0.36
33.03
()
12.
(0.13)
67.44
(64.79)
(11.00)
()
11.
()
Outstandings :
Payable.................................................................................
10.
(0.25)
()
()
()
()
()
()
0.01
()
()
()
(0.01)
197
Nature of Transactions
Associate Companies
Purchases Goods
Amount
711.61
(545.41)
Mahindra CIE Automotive
Limited
2.
Amount
188.31
(177.54)
104.21
()
2.06
()
Mahindra Composites
Limited
3.
4.
Purchases Services
Sales Goods
(0.25)
4.89
(4.26)
21.24
(*)
5.25
(4.30)
5.98
3.62
(0.10)
Sales Services
9.04
(2.75)
6.
7.
Purchases/Conversion
Investments
Vayugrid Marketplace
Services Private Limited
(8.00)
()
(5.56)
Mahindra Solar One Private
Limited
5.
18.08
()
2.95
4.34
()
(0.14)
(17.13)
0.52
0.09
()
0.29
(0.56)
0.56
(0.42)
8.
9.
Deputation of Personnel
to related parties
(3.80)
Mahindra Composites
Limited
198
3.76
59.13
()
(22.50)
(0.66)
(2.00)
337.66
()
(0.90)
12.
Nature of Transactions
Associate Companies
Amount
Interest Paid
Amount
446.66
()
2.99
()
7.64
(0.66)
Vayugrid Marketplace
Services Private Limited
(0.27)
13.67
()
Mahindra Composites
Limited
(0.56)
0.31
()
13.
Dividend Received
30.34
()
Swaraj Engines Limited
13.62
(5.36)
CIE Automotive, S.A.
(24.27)
3.54
(3.54)
9.36
()
14.
Other Income
0.16
Mahindra Composites
Limited
(0.33)
0.25
(0.24)
()
15.
Other Expenses
3.54
()
16.
2.66
()
1.14
(0.48)
Mahindra Composites
Limited
(0.69)
0.22
()
0.09
(0.08)
0.05
(0.01)
(0.03)
Name of KMP
Mr. Anand Mahindra
Dr. Pawan Goenka
Mr. B. N. Doshi
Rupees crores
Amount
5.19
(4.66)
2.36
()
7.22
(3.17)
Rupees crores
No. of
Equity
shares held
% of
Holding
Cost of
Investments
(Equity
Shares)
Goodwill/
(Capital
Reserve)
Share in
accumulated
Profit/(Loss)/
Reserves
Carrying
Cost
Unquoted :
Mahindra Construction Company Limited...............
9,00,000
37.49%
0.97
(0.97)
Officemartindia.com Limited.....................................
9,00,000
7,49,997
43.83%
50.00%
0.97
0.22
(0.97)
(0.22)
7,49,997
500
50.00%
25.53%
0.22
*
(0.22)
*
500
2,73,420
25.53%
45.00%
*
0.27
*
(0.27)
2,73,420
3,37,500
45.00%
45.00%
0.27
0.34
(0.27)
(0.34)
3,37,500
3,51,000
45.00%
45.00%
0.34
0.35
0.03
(0.34)
(0.35)
3,51,000
70,000
45.00%
46.66%
0.35
0.07
0.03
(0.35)
2.03
2.10
70,000
35.16%
0.07
1.70
1.77
21,21,000
13.73%
1.68
1.68
(1.68)
39,498
36.12%
0.01
(0.01)
39,498
15
36.12%
42.86%
0.01
*
(0.01)
*
175
50.00%
2.10
Total - Unquoted.........................................................
1.77
Quoted :
Mahindra Composites Limited...................................
15,61,203
35.37%
4.00
0.83
2.00
6.00
41,26,417
33.22%
1.63
(10.33)
59.80
61.43
41,26,417
33.22%
1.63
(10.33)
53.48
55.11
6,07,36,978
26.01%
2,326.87
281.40
483.56
2,810.43
6,07,36,978
47.39%
2,326.87
281.40
359.46
2,686.33
296,109
0.32%
5.19
1,60,40,706
13.50%
804.79
339.13
(2.09)
Total - Quoted.............................................................
770.32
3,645.28
Total..............................................................................
2,747.44
3,647.38
(34.47)
3.10
2,749.21
Current Years Figures are in Bold
* denotes amount less than Rs. 50,000
200
2,479.76
1,827.56
2,479.76
1,827.56
2,358.05
2,330.01
2,358.05
2,330.01
695.12
242.58
160.64
160.64
242.58
721.67
753.96
29.07
695.12
724.89
26.55
724.89
141.11
120.56
120.56
141.11
817.14
727.30
51.23
756.48
676.07
60.66
676.07
756.48
Hospitality
(44.42)
97.70
124.55
(26.85)
(44.42)
3,812.24
4,993.62
969.69
2,999.76
4,023.93
812.48
278.61
4,302.54
216.00
3,215.76
Systech
(295.31)
(502.30)
0.54
(502.84)
(295.31)
3,208.21
2,851.31
1,216.34
1,806.90
1,634.97
1,401.31
66.56
1,701.53
106.46
1,913.36
Others
5,795.43
6,301.04
125.09
6,175.95
5,795.43
77,213.97
71,983.06
3,289.57
74,000.93
68,693.49
3,213.04
5,278.39
73,971.88
4,229.70
78,230.63
Total
25.63
(122.51)
(124.55)
2.04
25.63
(3,213.04)
(3,289.57)
(3,289.57)
(3,213.04)
Eliminations
201.63
629.75
311.15
145.98
317.31
452.50
5,819.60
5,580.37
1,793.91
1,754.11
(490.71)
(21.11)
193.02
311.03
209.42
5,867.50
5,611.64
676.36
5,821.06
6,178.53
0.54
6,177.99
5,821.06
74,000.93
68,693.49
74,000.93
68,693.49
5,278.39
73,971.88
4,229.70
78,230.63
Consolidated
Total
Rupees crores
5,153.80
4,129.15
483.41
3,645.74
830.42
88.09
95.35
95.35
88.09
1,297.70
1,423.28
756.63
648.77
666.65
648.93
94.41
761.06
86.93
735.70
Steel Infrastructure
Trading and
Processing
Deferred Tax
1,284.03
1,460.93
1,460.93
1,284.03
5,305.87
4,117.44
25.43
5,276.93
4,092.01
28.94
4,092.01
5,276.93
Financial
Services
4,323.38
221.78
30.35
30.35
221.78
291.72
1,493.78
32.24
258.91
1,461.54
32.81
1,461.54
258.91
IT Services
Current Tax
Operating Profit
16,884.16
13,824.76
29.59
44,875.26
41,797.62
RESULT
Total Revenue
142.27
16,860.40
13,795.16
23.76
4,696.54
44,697.66
41,618.27
177.60
13,937.43
132.85
46,314.81
3,687.46
16,993.25
48,385.12
Farm
Equipment
REVENUE
Automotive
201
202
32,388.07
25,872.13
Financial
Services
714.08
663.28
2,901.45
2,508.79
Steel Infrastructure
Trading and
Processing
2,321.25
1,997.66
Hospitality
2,219.08
3,473.79
Systech
2,413.50
1,853.85
Others
75,252.24
65,322.58
Total
Eliminations
75,252.24
65,322.58
Consolidated
Total
Rupees crores
27,793.09
21,817.12
276.92
281.77
483.83
369.51
1,715.15
1,534.87
524.65
1,108.84
635.88
759.76
46,482.54
39,903.09
46,482.54
39,903.09
345.54
446.15
205.46
164.64
2,613.93
1,992.00
1,576.16
1,428.73
Capital Expenditure
4.50
39.16
4.74
34.05
26.08
23.66
41.16
34.91
15.40
14.91
5.08
18.59
10.13
8.78
28.33
26.92
39.34
27.55
126.99
109.15
186.75
238.84
186.10
311.67
77.02
80.03
267.69
241.38
2,140.84
2,026.30
3,619.56
3,214.82
59,230.30
51,212.12
62.20
54.68
Total Liabilities
3,022.52
2,858.79
12,747.76
11,309.03
11,968.30
11,117.75
Segment Liabilities
88,270.26
76,469.79
307.81
263.80
IT Services
Total Assets
7,508.60
6,227.85
Farm
Equipment
13,018.02
11,147.21
24,478.40
22,461.43
Automotive
Segment Assets
OTHER INFORMATION
Overseas
Total
51,191.02
52,437.93
27,039.61
21,533.95
78,230.63
73,971.88
Segment Assets.....................................................................................................................
58,526.71
50,946.69
16,725.53
14,375.89
75,252.24
65,322.58
Capital Expenditure.............................................................................................................
2,264.70
2,279.21
1,354.86
935.61
3,619.56
3,214.82
Notes :
1.
Business Segments :
The Group has considered business segments as the primary segment for disclosure.
The segments have been identified taking into account the organisational structure as well as the differing risks and returns of these
segments.
Automotive Segment comprises of sale of automobiles, spare parts and related services.
Farm Equipment Segment comprises of sale of tractors, spare parts and related services.
IT Services comprises of services rendered for IT and Telecom.
Financial Services comprise of services relating to financing, leasing and hire purchase of automobiles and tractors.
Steel Trading and Processing comprises of trading and processing of steel.
Infrastructure comprise of operating of commercial complexes, project management and development.
Hospitality comprises of sale of Timeshare.
Systech comprises of automotive components and other related products and services.
Others comprise of Logistics, After-market, Two wheelers, Investments etc.
2.
Secondary Segments :
The geographical segments are considered for disclosure as secondary segment.
Domestic Segment includes sale to customers located in India and service income accrued in India.
Overseas Segment includes sale and services rendered to customers located outside India.
Segment Revenue comprises of :
Rupees crores
2014
2013
Sale of Products......................................................................................................................................
69,022.63
64,702.69
Sale of Services.......................................................................................................................................
2,138.03
3,219.24
555.32
499.74
110.34
191.32
5,162.02
4,003.75
1,242.29
1,355.14
78,230.63
73,971.88
Total..................................
Rupees crores
2014
2013
395.88
478.32
Commission.............................................................................................................................................
11.63
10.60
0.11
0.52
Others......................................................................................................................................................
834.67
865.70
1,242.29
1,355.14
Total..................................
203
204
0.18
0.14
7.95
Bristlecone Limited $
0.60
29.48
196.38
21.00
112.71
5.00
27.60
16.49
39.34
4,981.51
(0.44)
(18.08)
(0.14)
(4.76)
(1.06)
0.55
1.00
44.07
140.58
(0.03)
39.09
13.20
*
*
(3.72)
85.40
0.70
27.64
(71.19)
1.77
(0.01)
(0.01)
(19.03)
(7.37)
37.27
7.79
39.13
1.58
8.43
3.65
2.70
(54.31)
(0.02)
(27.10)
0.01
85.00
0.01
0.01
23.46
0.68
Bristlecone UK Limited
41.14
19.05
Bristlecone Inc. $
0.41
Bristlecone GmbH
19.94
0.05
19.22
0.01
Capital
(including
Preference Reserves &
Capital)
Surplus
327.82
177.57
31,665.72
44.76
37.48
5.19
33.71
9.45
182.51
179.67
24.52
162.61
28.96
61.54
2.64
4.60
0.96
198.40
18.41
94.03
95.55
24.74
7.21
13.33
49.83
2.03
8.36
0.07
Total
Assets
327.82
177.57
31,665.72
44.76
37.48
5.19
33.71
9.45
182.51
179.67
24.52
162.61
28.96
61.54
2.64
4.60
0.96
198.40
18.41
94.03
95.55
24.74
7.21
13.33
49.83
2.03
8.36
0.07
799.74
0.01
0.01
Investments
(excluding
Total investments in
Liabilities
subsidiaries)
5.50
400.28
4,953.00
6.33
5.90
1.64
87.51
0.20
177.35
1.92
20.42
0.07
1.78
1.52
5.47
24.34
139.89
165.53
34.05
5.79
17.65
10.16
9.29
0.36
(0.11)
28.29
1,345.77
(0.01)
(1.69)
(*)
1.21
0.01
(38.56)
0.20
(0.02)
7.71
(1.06)
(9.98)
(0.32)
(0.01)
(0.01)
0.59
0.18
(5.34)
3.47
15.39
5.46
3.26
1.89
4.76
(8.70)
(0.01)
(7.22)
0.01
Profit/
Gross
(Loss)
Turnover before Tax
7.92
458.54
0.02
(0.06)
0.33
5.38
0.09
0.72
0.51
1.25
(0.11)
20.37
887.23
(0.01)
(1.69)
(*)
1.21
(0.01)
(38.56)
0.20
(0.02)
7.71
(1.06)
(9.98)
(0.26)
(0.01)
(0.01)
0.59
0.18
(5.34)
3.14
10.01
5.37
2.54
1.38
3.51
(8.70)
(0.01)
(7.22)
0.01
Profit/
Provision (Loss) after
for Tax
Tax
251.58
Proposed
Dividend
and Tax
thereon
Rupees Crores
0.01
88.02
0.05
0.70
701.79
(0.01)
17.84
61.25
(20.96)
(256.15)
20.30
328.00
2.85
(0.86)
(2.37)
(0.07)
56.05
(47.87)
(104.41)
0.09
38.05
174.27
16.68
(7.29)
448.36
(11.35)
(2.10)
29.09
1.01
26.87
8.61
5.30
(5.60)
(0.73)
(18.06)
7.89
(33.81)
158.27
7.93
189.96
0.07
355.14
15.11
63.43
138.77
11.74
28.00
0.65
8.32
0.49
44.00
0.05
4.25
15.03
2.13
0.01
31.38
0.05
0.01
25.49
1.00
0.05
106.51
185.54
Capital
(including
Preference Reserves &
Capital)
Surplus
0.72
2,611.15
0.05
79.11
238.08
53.80
25.35
238.78
402.16
159.71
39.62
45.40
54.51
92.31
236.20
23.89
0.54
509.90
15.87
8.79
45.27
19.97
77.62
12.80
18.38
121.51
0.13
40.81
49.44
0.05
166.39
345.51
Total
Assets
0.72
2,611.15
0.05
79.11
238.08
53.80
25.35
238.78
402.16
159.71
39.62
45.40
54.51
92.31
236.20
23.89
0.54
509.90
15.87
8.79
45.27
19.97
77.62
12.80
18.38
121.51
0.13
40.81
49.44
0.05
166.39
345.51
12.66
27.81
1.39
5.55
96.67
5.12
3.92
7.53
10.39
1.30
4.37
2.68
Investments
(excluding
Total investments in
Liabilities
subsidiaries)
798.93
1.94
108.14
131.52
52.93
3.10
3.85
158.78
55.67
29.42
63.10
124.94
225.43
28.06
1.46
4.62
35.13
46.94
11.29
71.89
11.58
168.43
52.61
105.63
94.79
1.41
4.64
(0.12)
141.42
(0.01)
2.20
(57.76)
6.12
9.38
(0.22)
(0.22)
9.94
0.43
(42.65)
(7.61)
(1.52)
69.33
3.60
(0.36)
1.45
0.34
(0.69)
3.59
1.22
6.16
0.30
4.38
1.44
(0.73)
(5.21)
20.60
(*)
(17.54)
(1.02)
Profit/
Gross
(Loss)
Turnover before Tax
0.03
46.89
1.38
1.42
10.55
3.82
(*)
(0.60)
26.50
0.83
0.14
0.95
0.25
1.75
0.11
1.57
0.30
7.00
0.05
(0.15)
94.53
(0.01)
0.82
(57.76)
4.70
(1.17)
(0.22)
(0.22)
6.12
0.43
(42.65)
(7.60)
(0.92)
42.83
2.77
(0.36)
1.31
0.34
(0.69)
2.64
0.97
4.41
0.19
2.81
1.14
(0.73)
(5.21)
13.60
(*)
(17.54)
(1.07)
Profit/
Provision (Loss) after
for Tax
Tax
41.55
16.73
0.25
26.91
Proposed
Dividend
and Tax
thereon
Rupees Crores
205
206
59.06
3.30
6.01
0.06
0.17
0.26
(7.11)
0.06
5.00
0.01
27.03
32.66
1,258.73
0.47
6.31
35.04
0.13
324.99
(1,240.36)
(6.86)
(3.03)
2.72
4.69
71.53
2.89
10.11
16.54
10.00
2.61
246.05
22.96
65.79
55.73
55.27
32.61
(463.24)
92.68
(0.02)
(0.01)
(0.03)
(185.31)
0.14
(3.02)
30.85
65.33
1,096.46
328.41
(0.07)
(0.67)
468.25
0.01
0.05
527.94
40.85
0.05
16.60
50.43
80.06
1.50
2.60
130.35
2.58
(0.12)
(0.06)
0.05
Capital
(including
Preference Reserves &
Capital)
Surplus
18.00
768.43
0.15
467.37
599.26
2.27
11.84
3.23
19.92
188.77
72.42
575.02
48.13
1,377.64
196.41
132.54
157.29
13.49
0.03
1,261.13
13.57
3.34
48.76
372.29
2,171.49
596.28
5.76
79.41
191.80
7.74
145.06
20.36
Total
Assets
768.43
0.15
467.37
599.26
2.27
11.84
3.23
19.92
188.77
72.42
575.02
48.13
1,377.64
196.41
132.54
157.29
13.49
0.03
1,261.13
13.57
3.34
48.76
372.29
2,171.49
596.28
5.76
79.41
191.80
7.74
145.06
20.36
7.00
2.60
0.59
0.18
901.21
0.01
415.99
6.00
1.43
27.00
15.07
Investments
(excluding
Total investments in
Liabilities
subsidiaries)
1,670.50
0.01
805.45
842.14
43.74
0.17
54.94
133.51
148.82
855.05
78.21
212.52
37.14
206.00
155.57
39.42
9.31
2.98
0.23
68.04
1,756.61
421.33
1,244.46
62.59
11.63
111.18
0.17
13.81
0.01
256.03
(459.29)
(6.86)
(3.02)
0.15
4.16
7.18
8.58
(68.34)
5.85
36.80
(80.51)
(114.00)
41.51
0.28
(*)
(0.02)
(93.00)
0.23
(2.95)
4.58
54.34
101.40
92.57
(0.07)
(0.67)
(5.16)
2.21
63.76
(0.25)
(0.01)
Profit/
Gross
(Loss)
Turnover before Tax
(15.18)
67.88
0.03
1.48
1.75
1.75
1.90
9.72
8.70
0.30
0.09
0.03
17.70
23.67
28.20
0.63
21.76
0.01
28.99
0.01
188.15
(459.29)
(6.86)
(3.03)
0.12
2.68
5.43
6.83
(68.34)
3.95
27.08
(80.51)
(114.00)
32.81
(0.02)
(*)
(0.02)
(93.00)
0.14
(2.98)
4.58
36.64
77.73
64.37
(0.07)
(0.67)
(5.16)
1.58
42.00
(0.26)
(0.01)
Profit/
Provision (Loss) after
for Tax
Tax
1.06
1.34
7.17
28.67
19.42
0.18
3.02
Proposed
Dividend
and Tax
thereon
Rupees Crores
5.78
0.05
183.92
2.40
3,822.20
(204.33)
21.94
1,001.73
15.09
(30.22)
(0.99)
(0.10)
(0.07)
(6.14)
(0.68)
(76.31)
73.49
(89.83)
0.05
75.52
49.73
11,396.13
45.82
46.06
448.49
0.07
38.15
7.00
882.22
144.89
1,058.77
513.61
664.47
0.04
3,736.24
Total
Assets
0.05
75.52
49.73
11,396.13
45.82
46.06
448.49
0.07
38.15
7.00
882.22
144.89
1,058.77
513.61
664.47
0.04
3,736.24
10.90
29.55
46.80
Investments
(excluding
Total investments in
Liabilities
subsidiaries)
12.96
91.51
20,240.73
32.36
78.02
192.13
0.01
407.05
0.39
734.81
47.87
102.17
6,968.21
(14.02)
3.55
73.62
19.41
0.96
(0.01)
(*)
(6.04)
(0.49)
(75.29)
(0.69)
(21.15)
13.47
37.04
(*)
329.11
Profit/
Gross
(Loss)
Turnover before Tax
1.20
1.59
0.22
(11.27)
4.58
12.59
112.44
(14.02)
2.35
73.62
17.82
0.74
(0.01)
(*)
(6.04)
(0.49)
(64.02)
(0.69)
(21.15)
8.89
24.45
(*)
216.67
Profit/
Provision (Loss) after
for Tax
Tax
0.98
8.84
11.70
64.96
Proposed
Dividend
and Tax
thereon
Rupees Crores
* denotes amounts less than Rs. 50,000.
# Converted into Indian Rupees at the exchange rate, 1THB = Rs 1.84 as on 31st March, 2014
$ Converted into Indian Rupees at the exchange rate, 1USD = Rs 60.06 as on 31st March, 2014
Converted into Indian Rupees at the exchange rate, 1AED = Rs 16.30 as on 31st March, 2014
** Converted into Indian Rupees at the exchange rate, 1MYR = Rs 18.32 as on 31st March, 2014
@ Converted into Indian Rupees at the exchange rate, 1CAD = Rs 54.15 as on 31st March, 2014
^ Converted into Indian Rupees at the exchange rate, 1AUD = Rs 55.71 as on 31st March, 2014
Converted into Indian Rupees at the exchange rate, 1GBP = Rs 99.85 as on 31st March, 2014
Converted into Indian Rupees at the exchange rate, 1EUR = Rs 82.59 as on 31st March, 2014
++ Converted into Indian Rupees at the exchange rate, 1SGD = Rs 47.63 as on 31st March, 2014
< Converted into Indian Rupees at the exchange rate, 1CHF = Rs 67.77 as on 31st March, 2014
> Converted into Indian Rupees at the exchange rate, 1CNY = Rs 9.67 as on 31st March, 2014
Converted into Indian Rupees at the exchange rate, 1ZAR = Rs 5.67 as on 31st March, 2014
Converted into Indian Rupees at the exchange rate, 1KRW = Rs 0.056 as on 31st March, 2014
Extracted from the financial statements as provided by management.
Mahindra Trustee Company Private Limited (MTCPL) was incorporated as a subsidiary of Mahindra & Mahindra Financial Services Limited (MMFSL). MMFSL has agreed to subscribe to
49,998 equity shares of Rs. 10/- each of MTCPL, which Investment is yet to be made by MMFSL.
29.01
0.11
0.05
0.07
0.05
165.18
Metalcastello S.p.A.
1.84
71.35
497.04
88.31
32.44
200.00
85.00
(1.14)
473.46
1.17
962.25
Capital
(including
Preference Reserves &
Capital)
Surplus
207
Notes
208
vakils
ATTENDANCE SLIP
I hereby record my presence at the SIXTY-EIGHTH ANNUAL GENERAL MEETING of the Company being held at Birla Matushri Sabhagar, 19,
Sir Vithaldas Thackersey Marg (New Marine Lines), Mumbai 400 020 on 8th August, 2014 at 3.30 pm.
Name(s) of the Shareholder(s)/Proxy (IN BLOCK LETTERS)
E-VOTING SLIP
USER ID
PASSWORD/PIN
Note: 1. The e-voting period will commence on Saturday, 2nd August, 2014 (09:00 am IST) and will end on Monday,
4th August, 2014 (05:00 pm IST).
New Users
(i) User ID and password/PIN for e-voting is provided in the table overleaf. Please note that the password is
an initial password.
(ii)
(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum
8 digits/characters or combination thereof. Note the new password. It is strongly recommended not to
share your password with any other person and take utmost care to keep your password confidential.
(vi) Home page of e-voting opens. Click on e-voting: Active Voting Cycles.
(vii) Select EVEN (E-voting Event Number) of Mahindra & Mahindra Limited which is 100433.
(viii) Now you are ready for e-voting as Cast Vote page opens.
(ix) Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted.
(x)
(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xii) Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. together with attested specimen
signature(s) of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser through
e-mail to sbhagwatcs@yahoo.co.in with a copy marked to evoting@nsdl.co.in
2.
Existing Users
If you are already registered with NSDL for e-voting then you can use your existing user ID and password/PIN
for casting your vote. Please follow the steps from Sl. No. (vi) to (xii)
General Instructions :
I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user
manual for Shareholder available at the Downloads section of www.evoting.nsdl.com
II.
Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
III. The voting rights of Members shall be in proportion to their share in the paid up equity share capital of the
Company as on the cut-off date i.e. 27th June, 2014.
IV. Mr. Sachin Bhagwat, Practicing Company Secretary (Membership No. ACS10189) has been appointed as the
Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
PROXY FORM
Registered address
E-mail Id
Folio No./Client Id
DP ID
1. Name:
E-mail Id:
Address:
Signature:
2. Name:
, or failing him
E-mail Id:
Address:
Signature:
3. Name:
, or failing him
E-mail Id:
Address:
Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 68th Annual General Meeting of the Company, to be held on
the 8th day of August, 2014 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines), Mumbai - 400 020 and
at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution
No.
Description
1.
To receive, consider and adopt the Audited Financial Statements of the Company for the Financial
Year ended 31st March, 2014 including the Audited Balance Sheet as at 31st March, 2014 and the
Statement of Profit and Loss for the year ended on that date and the Reports of the Board of
Directors and Auditors thereon.
2.
3.
Approve not to fill the vacancy created on the Board of Directors of the Company in place of
Mr. Narayanan Vaghul, who retires by rotation and does not seek re-appointment.
4.
Approve not to fill the vacancy created on the Board of Directors of the Company in place of
Mr. A. K. Nanda, who retires by rotation and does not seek re-appointment.
For
Against
[P.T.O.]
Resolution
No.
Description
For
5.
Re-appointment of Messrs Deloitte Haskins & Sells, Chartered Accountants, (ICAI Firm Registration
Number 117364W) the retiring Auditors of the Company, as Auditors of the Company from the
conclusion of this Annual General Meeting (AGM) until the conclusion of the third consecutive
AGM of the Company and approve their remuneration.
6.
7.
Appointment of Mr. Deepak S. Parekh as an Independent Director for a term of three consecutive
years commencing from 8th August, 2014.
8.
Appointment of Mr. Nadir B. Godrej as an Independent Director for a term of four consecutive years
commencing from 8th August, 2014.
9.
Appointment of Mr. R. K. Kulkarni as an Independent Director for a term of five consecutive years
commencing from 8th August, 2014.
10.
Appointment of Mr. Anupam Puri as an Independent Director for a term of five consecutive years
commencing from 8th August, 2014.
11.
Appointment of Dr. Vishakha N. Desai as an Independent Director for a term of five consecutive
years commencing from 8th August, 2014.
12.
Appointment of Mr. Vikram Singh Mehta as an Independent Director for a term of five consecutive
years commencing from 8th August, 2014.
13.
14.
15.
16.
Appointment of Dr. Pawan Goenka as an Executive Director and approval of the remuneration
payable to him.
17.
Approval of the Remuneration payable to Messrs N. I. Mehta & Co., Cost Accountants, the Cost
Auditors of the Company.
18.
Create, offer, issue and allot Ordinary (Equity) shares of Rs. 5 each of the Company to Mahindra &
Mahindra Employees Stock Option Trust.
19.
Invite/accept/renew unsecured/secured Deposits from the public and/or Members of the Company.
20.
Signed this
day of
2014.
Affix
Revenue
Stamp
Signature of shareholder
Against
Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than
48 hours before the commencement of the Meeting.
2. A person can act as proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share
capital of the Company carrying voting rights. Further, a Member holding more than ten percent, of the total share capital of the Company
carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Member.